Galactic Shift Extend
by seanzilla115
Summary: A familiar Beastkin goes through a familiar abandoned Cauldron. However, she doesn't end up in another timeline, but Bellwood, home to a teen with a watch he wears on his arm that can change his shape to save the world from harm.
1. The More Things Change

_SZ: Hey guys. Seanzilla115 here again to bring you something new. I know what your thinking…'why another Ben 10/Blazblue crossover fic? Well first off, i keep getting writer's block with Omniverse Shift, so I'm trying something new. Second off...one of the biggest problems with Omniverse is Ben went from being mature like in Alien force, to...well being overly cocky and immature once again, so I am looking to possibly fix that….or...We?!*turns around*...huh. Odd...usually this is when Gt and/or Z0 pops in and…shows up!*turns again*...okay...guess it's just me for n-_

_GammaTron: Hello. *pulls a trigger, detonating a case of TNT in the room*_

_SZ:...AH HA! I KNEW YOU'D B-uh oh…_

**_*BOOM!*_**

_SZ: ...*coughs*We don't own anything...aside from original content…_

_GT: MORE KABOOM! *pushes another trigger, igniting fifty-seven cases of TNT*_

_***KABOOM!***_

* * *

"Yeesh….this place has seen better days…" a figure noted as they looked around a ruined and destroyed control room, cobwebs hanging down in drunken arcs while dust covered the electronics, "Of all days Kokonoe had me go out to collect some data...how can I when….no way….! This terminal still has juice! Maybe I can dig up some useful data..."

After moving some dust and cobwebs out of the way, the figure began to examine the only working terminal, their fingers carefully tapping away on the keyboard in fear of them breaking.

"'Access restricted' huh? We'll see about that…'File #5378921: Third attempt to make contact with the Boundary via Prime Field Device #12.'...Wait. This is dated the same day that Ibukido was destroyed! There were experiments going on here?" the figure pondered before stopping, as if waiting for someone to reply, _'...Normally this would be where Kokonoe would make a snarky remark and make me get back to work...oh well. That's on me.'_

After finishing on the first console, the figure began to go from terminal to terminal, trying to get as much data as they could.

"Mou...busted," the figure muttered before moving onto another console, "This one, too...At this rate, I'm not even gonna know who was here that day, never mind what were actually UP to…." _'Still...what're the odds I stumbled onto data that even the Intelligence brainiacs don't have? How come nobody here deleted it when everything went to hell?' _they mentally pondered before stopping on one console, "Ohh ooh! This one still works! ...Wait. This file directory...is this linked to...the Cauldron?"

The figure looked back at the massive ruined gate-like structure down below through the grimy glass, its girth easily seen from the height she was at. Looking back at the terminal, she could tell it was connected to the structure...in fact, it was still collecting data from it. She then tensed in surprise when something popped up on screen.

"Woah! What the...?! Why'd that file open on its own?!" the figure gasped before shaking off her surprise, deciding to check the file out, "Let's see…'The 12th Prime Field Device, designed by... Relius Clover?' Wait, do they mean Colonel Clover from Experimental R and D? ...This image looks familiar...maybe if I zoom in, I..." their eyes soon widened as they looked at the picture that popped up on the screen, "...Is...is this a joke? The 12th...Prime Field Device is…."

It was then things began to blur to their sight. A dizzy sensation formed in the figure's head as they began to stumble backwards, unaware of the gate-like structure starting to glow as they were nearing the glass. Just as they were about to lose consciousness from the dizzy and stinging sensation in their head, the figure hit the glass, causing it to break as they fell into the large vortex that soon formed within the structure.

* * *

Ben Tennyson took a deep breath as he sat on a bench in the park, deciding to catch some air after the whole situation with Zombozo. Since Gwen and Kevin left, he was now a solo hero, mentally deadset that he could handle things on his own from now on. Given how was was able to save the universe on multiple occasions, he felt like he didn't need a team...especially with the Omnitrix.

"...Heh. Maybe after I head to Plumbers HQ, I'll probably…" Ben began as he sat up, only to nearly jump when the Omnitrix suddenly went off.

**=TIME/SPACE ANOMALY DETECTED=**

"Huh?" he blinked, "Wait a minute...you can warn me of that stuff now?" he asked tapping the Omnitrix, "What's that mean…Nevermind. This'll give me a chance to prove myself I can handle things on my own. Now where..."

Without warning, a portal of sorts appeared above the park for a second before disappearing, a figure falling out of the sky as they shot towards the ground.

"...ask and I recieve," Ben muttered as he quickly rushed for the figure, looking through his selection of transformations in the Omnitrix before stopping on one, "Come on Jetray!"

In a flash of green light. Ben was instead replaced with...

"Diamondhead?!" a tall over six foot tall being of pale blue crystal complained. His torso and legs were covered in black clothing with a green stripe going down his chest and a green belt with the omnitrix symbol on said belt as the buckle, "I want to get up there, not cut open a bank safe! Nevermind. Gonna have to adapt." He quickly slammed his hands into the ground, causing a pillar of crystal to lift him off the ground before it stopped, making him high enough to reach the figure.

Diamondhead grunted, tucking the figure under his arm before swinging his free hand and shooting shards of crystal which reformed into a curved ramp he slid off of before repeating the process and gliding from building to building via crystal slides. He finally diminished enough momentum to land and skid safely across the roof of the very building which was his original destination. It was a simple building sporting four windows on the front with two more above the door on the left side of the front. Above it all was a sign that read 'MAX'S PLUMBING' with 'MAX'S' being red lettering while 'PLUMBING' was actually made from various pipes that were hooked up together that connected to an opening on the flat, semi-slanted roof and ending at a draining pipe on the right side of the building.

"Hoo...made it in record time," Diamondhead muttered as he changed back into Ben, who let the figure down carefully, "Okay...who or what are you?"

The figure in question was a girl around his age, her short brunette hair having two white-ish ends on the bangs on the side of her face. She seemed to be wearing a black cloak of sorts with bits of belts on it while on top of her head was a black cap. One thing he took notice was the large squirrel tail poking out from behind her cloak.

"Gotta be half something…" he muttered, snapping his fingers before her face, "Hello...Miss...wakey wakey...oh come on don't tell me my catching her with a body of diamond knocked her out…"

"Mmm…" the girl groaned as she lightly turned a bit, causing the cap to fall off, revealing her two squirrel ears and the split-ahoge on top of her head.

"...she seems to be okay….still, better take her to the medical bay to make sure," Ben muttered as he carefully picked her back up.

"...Noel…" the girl whispered in her unconscious state.

"...Must be a friend of hers," Ben guessed.

* * *

"Mmm...just about ready," Max-grandfather of Ben Tennyson and Magister of the Plumbers stationed here on Earth-whispered, looking on at a large cooking pot before quickly pushing down on the lid just as some tentacles began to creep out, "...Okay. Maybe a bit longer."

"Hey Grandpa. What'cha cookin'?"

"Hmm?" Max blinked as he turned to see Ben approach him from a set of stairs, said stairs lifting back up into the ceiling, "Ahh Ben. You're just in time for lunch. I'm making Saunturian Goulash. Want.." he grunted when the tentacles tried to force themselves out of the pot once more, "Want some...once it's finished?"

"...uh...no thanks. I'm...suddenly not hungry," Ben replied with a light cringe.

"You sure? It's fresh."

"I'm definitely sure," Ben added.

"...Suit yourself," Max shrugged, "By the way, is everything okay? You're usually at Mr. Smoothies after finishing a mission."

"Eh. I just didn't feel like it at the time," Ben admitted, "Well that and...Grandpa, are there a race of aliens that look human, but have animal parts on them like animal ears and a tail?"

"Hmm?"

"I was at the park and suddenly this portal opened up over it for a second, and next thing I knew? This girl with a squirrel tail fell out of it," Ben explained, _'Also there was the fact the Omnitrix detected the portal as a time/space anomaly...which I didn't even know can do that!'_

"...Hmm…" Max began to ponder for a bit, "...where is this girl right now?"

"I dropped her off in the medical bay. Hopefully th-" Ben began before the lid popped off and the tentacles grabbed him, "Whoa!"

Max quickly grabbed a blaster nearby and began to fire at the tentacles until they let go of Ben. They slithered back into the pot and Max slammed the lid on before putting the lid to the back of a toilet on that.

"You keep toilet parts down here?" Ben asked.

"The plumber store on the surface may be a simple cover, but we do have to maintain that being an actual cover," Max replied, "Now come on. You said our 'guest' was in the medical bay?"

"I did,"Ben nodded, "Hopefully they'll figure out what's wrong with her...and possibly determine what she is exa-"

=Ack!=

=Uh Magister Tennyson? We need some help here in the med bay...and a replacement for Jetson...and some extra blood packets=

"Blood packets?" Ben repeated.

* * *

"...Mmm...last time I drink sake before a mission…" the girl muttered, her eyes slowly opening as she began to regain consciousness, her squirrel ears twitching a bit as she slowly sat up, "...Least the headache is g-" she stopped once she opened her eyes and saw she was in a medical bay of sorts, "...Eh?" she looked down to see she was in a white medical gown and nothing else, "...My insides better be in me still...and in their right places...this time." _'...Wait a second….where's my stuff?! Oh Kokonoe's gonna kill me if I lost all that d-'_

"The patient is up…"

"Animal girl…"

"...Dang it, Jetson! Stop looking in her direction and go do patrol in the cells! We already used up your blood type for the last time and we need to order more!"

"Y-yes sir!"

"...Wait. Cells?" the girl repeated as she quickly got out of the bed she was in, about to rush off before she looked herself in a nearby mirror, "...AHHH!-!-!"

"Ahh!" the few human and alien-like creatures in there yelped in surprise from her sudden scream.

"Where am I?! Where's my stuff?! ...And more importantly, why am I sixteen again?!" the girl freaked, her squirrel tail shooting up.

"Now, miss, if you would please calm down…" an older voice noted gently.

The squirrel girl turned and blinked several times. Before her was a humanoid fish with grey skin, purple eyes, bushy green eyebrows, gills, and an antennae. He wore a black bodysuit covered in white and silver armor and a pair of small round wire glasses.

"...Okay...What the H-E-Double Hockey Sticks did Kokonoe inject into me this time to hallucinate this?" the girl asked herself, "...Or did I end up accidentally eating something similar to Noel's Death Dinner? ...N-nevermind. Can someone please tell me where I am?!"

"Well, you're on Earth," the fishman replied, "One of our best saved you from a pretty high fall, but since you were knocked out he brought you here to get checked on. Don't know anything 'bout a 'Death Dinner' unless you're from the Anur System, but you don't look the part and inspections did reveal no ID Mask. There were some chemicals in your bloodstream we're still analysing, though."

"...Well that kidna answers one question," the girl muttered, "Okay...now for my second...where's my stuff?! Oh, and please explain why I'm sixteen again?!"

"Hm? Aging backwards? Oh no, I am not getting involved with another Chronosapien-related incident," the fish declared, "I think my antenna is still trying to go back and forth between last Tuesday of twenty years ago and next Sunday ten years from now." he walked over to a nearby door as it slid open in time to see Max on the other side, "Ah! Max, glad you're here. That girl your grandson brought to us is awake and I think she got in a tiff with a Chronosapien."

"...Uh for the record, I don't even know what that is," the squirrel girl spoke up, earning their attention, "Also you never answered my question about my stuff! Sorry I keep raising my voice, by the way, but I am seriously freaking out here!"

"...Oh yes. Your…" the fishman began before clearing his throat, "Belongings...We're still trying to get the blood stains out from Jetson's spill when we got your cloak off. Also, if you're a Type-AB240XZ, we're out of that for no correlating reason whatsoever."

"...okay. My questions have been answered sorta, and yet I am still so lost right now…" the girl muttered, "And to think today started off with me on a mission…"

"Mission?"

"...Oh chestnuts…" the girl whispered as she tensed, "...Forget you heard that. If my boss found out I spilled the beans in someway, shape or form, she'll turn me into an actual squirrel."

"Pateliday, let me," Max offered, putting a hand on the fishman's shoulder, "You go check on other things."

"Got it," the fishman nodded as he left.

"Max Tennyson," the elderly Plumber introduced himself, "And who might you be?"

"...Okay…" the squirrel girl began as she took a deep breath to calm herself down, "First off; I'm Makoto Nanaya. A pleasure to meet you, Tennyson-san."

"Ah, Japanese honorisms," Max noted before bowing, "Likewise, Nanaya-san."

"Mmm hmm," Makoto nodded as she bowed back a bit, "Second off; where exactly am I?...I wasn't abducted from Earth was I? Bec-"

"Hold," Max held a hand up, "...Did you say you're from Earth?"

"Uh...yeah. Born on April 2nd in the 11th Hierarchical City of Shinatsu on the planet Earth….oh and for the record, I'm actually twenty...and yet for some odd reason I'm back in my sixteen year old body."

"...And what year is this?" Max cautiously asked.

"2199," Makoto answered before blinking, "...Wait….why ask that question specifically?"

"Well first, there is no Hierarchical City of Shinatsu, let alone eleven of them. Second, the date is August 1, 2012," Max explained, "Seems the Chronosapien theory on how you got here is becoming more of a plausibility."

"...I...you...th….NANDE?!" Makoto exclaimed in pure shock, her ears and tail poking straight up, "But...HOW?! I was doing something and...and…." she groaned as she held her head a bit, "Ugh...why can't I remember?"

"Well, let's look at your chart," Max offered as he picked up a metal bar from the bed Makoto had been on before it displayed a green holographic screen, "Ah. Seems you suffered some blunt force trauma to your head. That could explain some memory loss. You might have been struck on your mission and it caused you to lose your memories of what you were doing on it."

"...Maybe…" Makoto noted, "All I can recall is I'm gathering data on something for my boss, and then...nothing."

"More than likely, you were close to finding something a being like a Chronosapien didn't want found," Max guessed, "They could have very well knocked you out, reverted your memory to before you found the information and threw you to the past just to make sure you wouldn't find out what they did."

"You keep mentioning these Chrono-whatsits."

"A race of time travelling aliens that look like robots mixed with clocks," Max summarized, "They can manipulate time such as creating a field to replay events in an area, pause time, reverse time, accelerate time...basically, anything to do with time, they can manipulate."

"...Better hope the Master Unit doesn't know about them…" Makoto whispered, "...Wait. Aliens are real?!"

"Of course aliens are real. Don't tell me Earth did something to cause aliens to retreat from the planet and hide all records of their existence," Max sighed.

"...You know, now that you say that...It sounds like something the NOL would do," Makoto noted.

"The NOL?"

"My w….sorry..._Time_'s world government," Makoto answered, "And...well they are pretty serious on their rules, especially ones regarding their leader. Basically...go against them or threaten their leader...no matter how old you are or who you are...instant execution."

Max cringed at that, "Well...that's not good."

"I'll say," Makoto frowned before shuddering and wrapped her tail around herself, "Um...any chance I could get a change of clothes? No offense, but it's freezing."

"Hmm...I think we may have some spare cloths in the storage room," Max guessed.

"Anything will do, because it's so cold in here...Seriously, it's reminding me of winter back at the academy," Makoto shivered a bit before tensing, "...Wait...since I'm back in my sixteen year old body...does...this mean I have to go back to school?"

"We can figure it out," Max assured.

'_...Now that slightly makes me more worried,' _Makoto thought as she leaned against the wall, "...By the way, where's the guy or gal that brought me in?"

"Oh? Ben, get in here," Max called.

"What is it, Grandpa?" Ben asked as he poked his head in, "I was about to head out on patrol a-" he took notice of Makoto, "...oh hey. Glad to see ya up."

"Wow. Someone sure likes the color green," Makoto muttered before asking aloud, "You're the one who found me?"

"More like rescued you when you came falling out of a portal in the air. All in a day's work for Ben Tennyson," Ben replied before blinking twice on seeing her raised brow, "Wait...you've never heard of me?"

"Should I?" Makoto asked.

"Seriously?! I saved the universe...multiple times!"

"I'm pretty sure I'd remember someone with an over cocky ego like yours."

"Ben, she's from nearly two hundred years from now," Max explained, "We believe she was knocked out by a Chronosapien and sent to the past...er...the present. I mean, our present, her past." he sighed, pinching the bridge of his nose, "That race always gives me headaches."

"...Seriously? Yeesh, gotta work better on legacy I guess..."

"Makoto, my grandon, Ben Tennyson," Max introduced, his pinching replaced with a facepalm, "Ben, Makoto Nanaya from the year 2199."

"Yo," Makoto replied, her squirrel tail swishing a bit behind her.

"...Okay I gotta ask, what are you exactly?" Ben asked.

"...Seriously? You don't know about Beastkin?" Makoto asked back.

"Beastkin?"

"...Oh wait. They didn't show up until after Japan got nuked."

"What?!" Max and Ben asked.

"Yeah...some pretty heavy stuff went down, but I'm afraid if I say what it is, It'll cause some butterfly effect or something." Makoto replied, "But basically, we're like humans but with animal traits."

"Right...right. Um, I'll just...get you those clothes you asked for," Max noted awkwardly, "Ben, don't do anything you normally do and ruin the medical ward…" he paused as he was about to leave, "...again."

"Go Rath once in the place and get ticked off by a comment and no one lets you forget," Ben grumbled.

"Wrath? What? Someone make fun of your haircut?" Makoto asked as she sat down on the bed she had woken up on.

"No. He's one of my Alien forms," Ben explained.

"Wait. You can _change _into Aliens?!"

"Yup! Thanks to the Omnitrix," Ben replied as he raised his arm up to show said transforming watch, "Basically I select which Alien I wanna use, press down on it, and Bam! Hero time!"

"...Pfft…" Makoto snickered, "'Hero Time'..."

"What's funny about it?"

"You use a watch to transform and you say 'Hero _Time_,'" Makoto explained, giggling now, "That sounds like something a cheesy saturday morning cartoon hero would say!"

"Cheesy?! It's my catchphrase!"

"Exactly!" Makoto laughed as she fell onto her back.

Ben's eye twitched, "Seriously. It is not something a cheesy Saturday morning cartoon hero would say!"

"It totally does! It sounds like something my little brother would watch!" Makoto laughed before stopping, "...my brother…"

"Hmm?"

"That's right….If I'm stuck here…." Makoto began as she sat back up, her ears drooping, "Then...my family...my friends...they'll probably think I'm dead…"

Ben flinched, _'Right...time traveller…'_ "Hey now...I'm sure we can get ya back."

"...How?" Makoto asked with a light frown, "Because I'm pretty sure you can't summon the portal that brought me here, or turn into a chronosapi-whatever and take me back there with the chance of being erased from existence."

"Wait, what?"

"There's this thing called the Master Unit...and any changes to time and space, or anything that poses a threat to it...poof. Erased...as if it never existed...EVER."

"Never heard of that," Ben noted, "Then again, anytime Professor Paradox shows up, there's hardly anytime to ask about time stuff."

"...soka," Makoto noted before taking a deep breath, "Well...until a way home is found, I guess I'll stick around."

"I mean...what else can you do? Your stuck in the past. I mean I guess you could open a bank account now and let the interest build up 'till the future." Ben muttered.

"True, but I doubt this time takes Platinum Dollars," Makoto shrugged, "...wait...is it…" she turned a bit and began to rummage through her tail before pulling out a small satchel, "Bingo!...Ahh it's light...should not have stopped at that all-you-can-eat yesterday..."

"How much you have in there anyway?" Ben asked, "...Also, you keep stuff in your tail?"

"It's useful for carrying extra stuff you want hidden," Makoto shrugged, "As for how much...hmm...I'd say...maybe 4000 P$."

"Future money...neat." Ben muttered, "I'd imagine its got to be derived from something we have now. Maybe you can exchange it."

"...Huh. Never thought of doing that," Makoto admitted before shooting up and pulled him into a hug, "Thanks!"

"Mph!" Ben gave a muffled yelp in surprise, his face stuck between her covered cleavage.

"Now...to get changed...and then maybe get out of here to do that." she muttered, ignoring his flailing arms, "Then figure out how to maybe get home...without getting erased from existence. Hey you turn into aliens, can you turn into one them chrono-whatsits?"

"Mmmm!-!"

"Oh! Then m...no no. I'm pretty sure y-" Makoto began.

"Okay. I found some spare cloths you can.." Max began as he walked back in, only to be greeted by the sight he saw, "...uh, Ms. Nanaya?"

"Hmm?" Makoto blinked before Max pointed down, making her look down to see Ben's flailing arms, "...oops. Eh heh...gomen," She chuckled sheepishly as she let him go.

"AH!" he gasped for air as he fell back, "My life flashed before my eyes...it was awesome…" he gasped for much needed oxygen.

"Eh heh heh…" Makoto chuckled sheepishly.

"You okay their Kiddo?" Max asked looking down, not really that concerned given it was Ben.

"I'm...I'm good." Ben panted as he got up.

"Well alright. As I was saying, Ms. Nanaya, here are some spare clothes. I had some female officers pick out most of the...ahem...essentials," Max turned back to Makoto, "It should be perfect for you to get out and about."

"Cool," Makoto nodded as she took the pile of clothing from him, "So uh...there a place I can get changed or…"

"There's an empty room you can change into down the hall to your left."

"Arigatou," Makoto nodded as she left the room.

"Ben, you come with me. We need to talk over some things too," Max added, helping walk Ben out of the room.

"Got it…" Ben nodded, still trying to catch some air after being caught between those two hills of Makoto's.

* * *

"Okay….this should do…" Makoto muttered as she finish putting the clothes she was given on, the Beastkin standing in a lone room with a mirror in it, "...Huh. Looks good on me."

What she wore was a simple white tee under a acorn-brown colored jacket with a star on the back, a pair of deep blue jeans, and a pair of black and orange shoes.

"...If I ever get home, maybe I might get something like this next time I'm free," Makoto said as she looked at herself in the mirror, "...Now to see if I c-" she nearly jumped when an alarm system went off, a red light filling the room, "I didn't do it!"

"I'll take care of it!" Ben's voice echoed from the hallway, catching her attention.

"...Wonder what's going on?" Makoto pondered as she walked out, opening the door to see Ben rush past her, "Hey! Everything okay?!"

"Yeah. Just another typical day!"

"This is typical?" Makoto blinked as she moved out into the hallway, "...Nevermind. Need some b-"

"Don't need back up!" Ben replied as he rushed into an elevator, "I'm me!"

"...he needs back up, doesn't he?" Makoto asked as she looked over at Max.

"Yes…" Max sighed, "And his new partner isn't exactly here yet...and Alpha team is a ways away…"

"I can help!" Makoto declared quickly.

"Well you seem to be some type of agent in your time." Max muttered, "But I don't know if I can allow that. That is unless you...you have powers don't you?" he realized given the typical luck that goes on around random kids that come into his life.

"Oh trust me...I can handle myself in a fight," Makoto assured as she cracked her knuckles.

"Honestly tempted to say it be safer to send you over Ben…" Max sighed with a smile, "If your in need of work till we can get you home, I'd imagine you'd be helpful." he smiled more confidently, "Go on."

"Sweet! I won't fail ya, sir!" Makoto saluted as she rushed off, "Oh, and I'll make sure Ben doesn't get over his head...which I imagine happens a lot!"

"You're the rookie I've always wanted!" Max shouted as one small alien looked at him at that line, "...What? It's true." he shrugged.

* * *

"Okay...where's this…" Ben began as he drove his car to his destination, only to stop when he saw a massive crater before him, "...wow. Bye bye, Building…" he muttered, as he got out, walking towards the crater as he slid right into it, "What could've done this?"

Unaware to him, a figure was looking on from the shadows of a destroyed building; said figure was tall and imposing with a broad shouldered build, his body covered in a black suit with white bone like armor covering his torso and shoulders, each piece of armor seeming to be the skull of a alien beast, a blue dog-like alien standing next to him as it wore a red spiked collar. The green skinned alien man removed a red and white device from his torso and attached it to the dogs collar, the white part in the shape of fangs. The dog growled in feral rage the instant the device locked into place, the alien holding it back via its collar for a moment. The figure gave a whistle-like noise from the gill like structures on his jaw as the 'dog' began to charge out, its form slowly starting to transform into something big.

"Hmm?" Ben blinked, hearing something stomping about before he looked up, tensing as he quickly rolled out of the way of what was coming towards him. He ducked out of the way as a monster crashed into the ground in front of him.

The creature towered over Ben and was easily the size of an RV, it was a six legged stone armored beast resembling the fusion of a Crap and a Rhinoceros, with its long snout like head ending in a giant horn. Its stone like organic armor creating an armored visage with fangs included. The beast roared as it turned to glare at Ben.

"...Let me guess, you must be what took the building down?" Ben spoke, "...very nice. Very thorough," he quipped as he began to go through his selection of aliens, only for the roster to continue to spin from the swiping away of his hand and land on a totally different option, "Now how's about you get ready to meet a good friend of mine? I like to call him Humungousaur!"

The surge of green energy radiated from it as he was replaced by a blue furred four armed monkey. His six eyes blinked open, as he looked down at the Omnitrix not resting in the center of an X patterned strap on his torso. This...was not Humungosaur, this was Spidermonkey.

"Ah!" Spidermonkey chirped in surprise as he was slammed against the craters wall by the creature's horn, "Why do you hate me new Omnitrix!? Ah-ah-ooh-ah!" he hooted in annoyance as he tried to push the monster back, despite Spidermonkey's great strength...it had not the power to move this behemoth of a creature, "If I was Humungousaur...you'd be so sorry!" he shook one of his many fists at the creature only for it to slam him deeper into the ground, "OOH!"

"Hey! Tall and gruesome!"

The creature growled in confusion before it was suddenly punched on its side, causing it to skid off to the right, freeing Spidermonkey as the creature nearly fell on it's side.

"L-like that...ooh-ooh-ow…" Spidermonkey groaned, holding his sides, "Not what they mean by oh my ribs!"

"Ah geez…" he looked to the side to see Makoto, quickly shaking her hand a bit, "What's that thing's skin made of?! Titanium?!"

"I don't know...but it hurts to be slammed by it...repeatedly…" Spidermonkey groaned as he stood up, "Eek! He's back up!" he cried as he lifted Makoto and jumped over another charge as the beast crawled up and along the walls of the crater to turn back around and charge again, "Quick find a red cape and funny hat! Maybe we can make it run into something harder then its head!"

"This is more of a rhino than bull!" Makoto argued as they jumped out of the way again, "...though it has crablegs….know what? I'm calling this thing Crabdozer."

"Hey...I like that." Spidermonkey spoke before he was tackled again, "Oh no not...AH!" he cried as they slammed into the wall under the remains of the building, "Again...blarg...that hurts...ooh?" he looked up, "You know what they say, the bigger they are…" he began aiming his tail and shooting a web to the foundation above his head before giving a test yank, "The harder they…." he paused as rubble fell on his head, "Oh...come on..." he panicked as tons of debris fell on him and Crabdozer.

"Well...it was...effective?" Makoto shrugged.

"Ooh-ah...I might be small but I'm wiry!" Spidermonkey gloated, digging himself out of the rubble. "See? I told you I didn't need…"

"Uh...Ben?"

"Hmm?" Spidermonkey blinked when Makoto pointed at the rubble behind him...which soon crumbled just as Crabdozer burst forth from it. "Yeah...I should have expected that." he frowned.

"More like you assumed too early," Makoto deadpanned before they jumped out of the way of Crabdozer's charge. "Seriously, don't you have anything else to use aside from this form?!"

"Four hands...all needed for running!" he panicked, running up the wall of the crater. He then shot web from his tail, hitting Crabdozer's eye and making it fall and land on its back. Spider-monkey ran away as he tried to get distance to change forms...only for Crabdozer to already be upon him.

"...Hold on. I'll hold him back while you try and change!" Makoto shouted, looking around for something to use before stopping on a nearby broken-down road roller. "...Tempted to quote an old manga I once found, but not to the time for jokes!"

"There's always a time for j-ack!" Spidermonkey freaked when he ran out of the way of Crabdozer's charge.

Crabdozer gave a roar as it was about to ram into Spidermonkey once more...only to be smacked hard by Makoto, who used the road roller to knock it over on its side, the vehicle being destroyed in the process.

"...whoo. Pretty durable if it can take something like this," Makoto muttered, tossing the leftover pieces away.

'_...Just how strong is she?!' _Spidermonkey thought as he gawked at the sight.

"Oi...change!" she complained.

"Oh, right…" he realized. "This time, Humungousaur!"

Just as Crabdozer got back up and Spidermonkey was about to slam down on the Omnitrix symbol, the former stopped in its tracks when it heard the whistling sound.

"Huh? Whistling?" Makoto blinked, her ears twitching for a moment before she noticed Crabdozer walking off.

"...uh...yeah! And don't come back!" Spidermonkey shouted just as Crabdozer went into the shadows of one of the destroyed buildings.

"Shouldn't we go after it?" Makoto asked, making him tense up.

"Oh, poo…" Spidermonkey slumped just as he changed back into Ben.

"The stories are true...that Tennyson is worthy prey," the alien spoke as he and his alien hound backed further into the shadows before they could be detected.

"...Maybe we should head back to your…" Makoto began before a small green alien in some type of survival gear like a tank on his back and space suit popped out of a nearby toilet. "Ack!"

"Is he gone?!"

"Depends on who's asking…" Ben replied.

"Pakmar...this Pakmar's place...or rather, what used to be," the alien replied as he looked around.

"...well, you're safe now," Ben said, puffing his chest up a bit in a prideful tone.

"My hero…" Pakmar grumbled, getting out of the toilet and looking at the rubble. Then he began...sweeping...for some reason.

"Uh...need some help?" Ben asked.

"No! Go away! I don't want anymore trouble!" Pakmar declared quickly.

"...uh, first off; rude," Makoto muttered. "Second; a little late for that, don't ya think?"

"All I wanted was to run my toilet emporium in peace…" Pakmar sighed, depositing some dirt and debris in a pile of regular garbage.

"Toilets?" Makoto asked as she and Ben poked some weird mess of pipes...which opened up to spew water...and...rotating blades…

"Meh. Different aliens, different needs," Pakmar shrugged.

"...Don't even wanna know…" Ben muttered as he stepped away from the odd toilet. "So...the creature that attacked your place. Dissatisfied customer?"

"Or was it someone's 'attack dog'?" Makoto added, making Ben blink and look at her. "...What? You didn't see the collar on it?"

"No, what collar?" Ben asked.

"Seriously? You didn't see...know what? Nevermind…"

"...You two are weird," Pakmar muttered, "And Pakmar does not need weird on top of being shaken down!"

"Shaken down? Ohh, I think I get what happened. Group offering 'protection' and demanded payment for their 'service.' You didn't pay, so they became what you needed protection from. Am I right, sir?" Makoto asked.

"Exactly!" Pakmar exclaimed.

"Can you describe how the perpetrators looked?" Makoto asked, earning a raised brow from Ben, "What? Standard procedures. Don't you do that here?"

"..."

"...Wow. You _definitely_ need some backup," Makoto sweatdropped.

"Hey…" Ben pouted with a frown.

"...There are three of them, and they usually target all alien shops in Bellwood," Pakmar answered Makoto's first question.

"Thank you, sir. I hope you'll be able to get back in business soon," Makoto thanked.

"Well thank you…" Pakmar nodded before pointing his broom at Ben, "You could learn a lot from that one in terms of manners!"

Ben opened his mouth, about to retort, when Makoto's tail covered it as she pulled him away, giving a small wave to the alien. She led him down a block before finally letting her tail off his face.

"Gah!" Ben gasped out, "What was that for?"

"Stopping you before you put your foot in your mouth," Makoto replied, "I imagine that usually happens with you a lot."

"Does not," Ben argued as Makoto just gave him a look, "...Sometimes…" she kept it up, "...Look, let's just move on, okay?"

"...Fine," Makoto shrugged, "Anyway, you know any other stores owned by aliens here in the city?"

"...One does come to mind actually," Ben answered.

"Then lead the way."

"Whoa there. Why…?" Ben began to ask.

"Your grandpa asked me to be your backup for this," Makoto replied with a squirrely smile.

"Seriously?! I don't need…"

"Given what happened back there earlier with Crabdozer, yes...yes you do," Makoto added, the smile never leaving her face.

"...You're not gonna leave me be, are you?"

"Nope! I'm stickin' to ya like chewed gum to my tail!" Makoto replied before adopting an annoyed look, "And seriously, do you have any idea how troublesome it is getting gum out of my tail? Have to go see a specialist and everything."

"...Ugh fine. You're my backup, but only for today," Ben muttered, "Now come on. The place we're heading is a bit far, so we're taking my car."

"..."

"...What? You guys don't have cars in the future?"

"Given how the Hierarchical cities are located on top of VERY large mountains due to the ground below becoming uninhabitable, no...no we do not."

"Unhin…! Okay...Looks like the trope of the future sucking is a real thing…" Ben noted.

"Not all that bad," Makoto huffed, "Sure, there's mutated animals from the stuff that makes the ground level uninhabitable...a corrupt world government...a maniac that considers battles as meals that was locked away a few years back...and a mountain or two blown up due to rebellions...I'm just burying myself right now, aren't I?"

"Yep."

"...Just show me this car thing," Makoto grumbled, her cheeks puffed up in a pout.

"Fine."

* * *

"Alright Mr. Baumann, what do you know?" Ben asked an elderly man with a balding head, a black mustache, and wearing a light pink striped shirt, brown pants, tiny glasses, and a dark pink bowtie and apron as the man was stacking up cans in a pyramid.

"I know lots of things," the elder replied before glancing at Makoto, who was holding a notepad and pen, "Though she is new."

"Makoto Nanaya. His backup," Makoto replied as her tail pointed at Ben, "We heard from a Mr. Pakmar that there is a protection ring going on after his toilet business was blown up by a trio of aliens. Have you been approached lately by anyone offering protection for an exuberant price?"

"...Nope."

"...So they haven't been coming around here?" Ben asked.

"Who's been coming around where?"

"...I take it you do not wish to confirm nor deny due to previous mishaps involving your business and Ben?" Makoto presumed, noticing Baumann adopting a worried look briefly when he looked at his watch, "...And given how you're looking at your watch, they're coming any second now, right?"

"...Look here, missy. I don't want any trouble," Baumann frowned, "I pay, they leave. Simple as that...and as long as _he's_ not interfering…" he pointed an accusing finger at Ben, "My store and stock remains safe."

"...And you're a hero _because_…?" Makoto asked, slowly looking at Ben with a raised brow.

"Hey, I don't wreck it every time," Ben grumbled.

"Mr. Baumann-may I call you Mr. Baumann?" Makoto questioned.

"You may."

"Very well. Mr. Baumann, do you say you make a decent profit? Able to make things even, including the payments for 'protection' from them?"

"I do, yes."

"And should they request an increase in their 'payment' for 'protection?'" Makoto continued, "Would you still be able to make even?"

"...Well...I uh…"

"Also, would keeping your stock and store safe be good if there aren't any customers to even come here should your 'protection' threaten them?"

"Er...that is…" Mr. Baumann tried to continue before Makoto placed a hand on his shoulder.

"You provide something important to so many. From what I can tell, you are a caring businessman who wants to look out for his customers and their needs," Makoto spoke, "If you go out of business, who will be there to look out for their needs first instead of lining their pockets?"

"..." Mr. Baumann sighed, "You're quite smart for someone so young, you know that right?"

"I've had good people to show me the way," Makoto answered.

"...Just make sure he doesn't touch or destroy anything," Baumann stated, glaring a bit at Ben before walking off.

"Can do, sir," Makoto assured.

"Seriously, I don't always wreck the place. It's more often the bad guys wrecking it," Ben pouted.

"Come on, Ben. We need to get set up for a bust," Makoto noted, "Got anything in that watch of yours to blend in with the crowd? Preferably something our size and not too chunky?"

"...I think I can find someone like that," Ben replied, going through his selection of Aliens once more in the Omnitrix before stopping at one, "...okay. Time t-"

"Upupupup!" Makoto quickly grabbed his hand before he could press down on the symbol, "You moved a bit too far to the left."

"Huh?"

"I noticed when you were looking through there, you moved your finger a bit too far, causing what you originally picked to be skipped over for something else," Makoto stated before pointing at the image on the Omnitrix, "Look. That right there looks like a chunky guy to me."

"...Oh, that's Cannonbolt," Ben recognized.

"...Yeah with a name like that, try going for what you were gonna pick before," Makoto deadpanned.

"Right," Ben replied, moving the selection to the previous pick.

The top slid off once more, allowing the core to rise up. Ben pushed down and Makoto looked away from the green flash. In Ben's place was a slim, human-sized, purple salamander-like alien. He sported a short tail and dark purple camo-esque patterns all over his body. The top of his head was pitch black with a spike emerging from the back of the skull while his three eyes-one red, one green, and one blue-all blinked in unison. He gave a small stretched, showing the Omnitrix symbol on his chest.

"Now this is a form I haven't used in a long while," he noted while flexing his four fingered hands and his webbed toes, "Chamalien in the house."

"...Decent name," Makoto noted, "I would've suggested Cameo-leon, but I fear you'd get sued for copyright infringement."

"Right," Chamalien nodded.

The two proceeded to a counter Mr. Baumann was working behind before sitting down on the seats before it. A cloaked figure was sitting not too far from them with some food before them, said food causing Chamalien's stomach to growl.

"...Hey uh...you gonna eat the rest of that, buddy?" the salamander-like alien asked the cloaked figure before Makoto's tail smacked him upside the head, "Ow! What did I do?"

"Don't be rude," Makoto replied before her own stomach growled, "...Not a word."

"..."

"...Oh don't give me that grin. You know what you did," Makoto frowned before blinking, _'...Wow. So that what it feels like from the other end...no wonder Tsubaki scolded me so m-'_

=Pay up, Baumann= a voice spoke, making the two look over their shoulders to see a trio of aliens approach, the center alien resembling a humanoid fish wearing silver, purple, and black armor with a blue-tinted dome covering his head.

"Bwak! You've heard about Pakmar?" the second one, resembling a humanoid rooster with talons for hands and feet in silver armor on his wrists, ankles, and torso, asked.

"I heard he has great deals on toilets," Chamalien noted with a chuckle.

"My friend and I were going to go there to get him a new one before we heard there was an accident. Broke his previous one trying to make it disappear," Makoto noted, earning a stink eye from the three-eyed salamander-like alien.

=Yeah...well accidents happen all the time= the center Alien stated as he moved out of the way, revealing a large-red device with an orange keypad on it and a metal forked piece on the top.

"...Take it easy now...I don't want any trouble…" Baumann whispered, a bit of fear in his voice as he reached under the counter for something. After a few moments, he pulled out a metal box before opening it, pulling out one of several crystals as he held it out to the trio...only for the center alien to take the box itself.

=Pleasure doin' business with you=

Chamalien was about to get up when Makoto's tail whapped him once more. He gave her a look as she subtly motioned to Mr. Baumann and slid her notebook over to him.

"...I can't read this," Chamalien deadpanned quietly.

"..." Makoto facepalmed, _'Should've realized written language was different back then...er...back now...wow, Mr. Tennyson was right about implying time-stuff being annoying.'_

"...How did you know they'd increase it today?" Mr. Baumann asked once the three aliens were far enough away towards the exit.

"Because I know their type," Makoto answered, "Saw it happen once or twice back where I grew up...and it sickens me that it's still going on."

'_Yep. The far future sucks,'_ Chamalien decided.

"Oh, Chamalien?" Makoto noted as she looked over her shoulder, "They're no longer in the building."

"Huh?"

"Makes you wanna get some 'fresh air,' don't ya think?"

"...Oh very much so," Chamalien chuckled as they got up, "We'll be right back, Mr. Baumann."

"Just d-" Mr. Baumann began before Makoto slid another note to him, "...I can't read this."

Makoto facepalmed, "Okay...need to work on that." she pointed at a nearby camera on the ceiling, "Make sure to have that video footage ready for evidence, sir."

"...Provided it doesn't get destroyed," Baumann whispered as both Makoto and Chamalien left to follow the trio of aliens, the cloaked figure pausing in eating their food as they gazed at the two.

* * *

=Heh. Did you see his face?= the fish alien chuckled, looking through the case =He wasn't expecting an increase in fees=

"Bwak! We gonna activate the bomb anyways?" the rooster alien asked, pecking away at some birdseed in his opened talon.

=Tempted, but...=

"Hey bubblehead!" the trio of aliens looked over to see Chamalien and Makoto looking at them, "I'm gonna have to ask you to return that case to Mr. Baumann."

=...This doesn't concern you, Merlinsapien and his friend= the fish alien frowned.

"Pretty sure it does given you extorted an elderly man trying to make a living," Makoto retorted as she cracked her knuckles a bit.

=...heh. Whatcha gonna do, squirrel freak? H-=

"What did you just say?"

=Huh?=

"What did...you just say?"

=...uh...Whatcha g...=

"No no. That last word you said…."

=...uh...squirrel freak?=

"...Yeah. I call dibs on bubble head," Makoto stated, eyes narrowed as she raised her fist up.

"Be my guest...though I'm sure I can handle all thr-" Chamalien began before Makoto suddenly vanished on him, "?! Wh-"

=Gah!= he quickly looked over to see the fish alien crashing into a nearby hydrant, the dome cracked with a fist deeply imprinted on the front.

"Yeah...There are some things that you just don't do around me. Bullying, extorting, attacking or making fun of my friends, and calling me a squirrel freak," Makoto informed as her arms now sported a pair of cross-shaped tonfa with a gold ring on them, "Oh and FYI….that wasn't even my strongest punch."

'_...Okay, seriously, how strong is she?!'_ Chamalien gawked before looking at the other two.

The rooster-like alien and the third member, a feminine-looking bulky black and red-armored figure with a purple face, yellow eyes, and dark-purple lipstick, prepared to attack Makoto when the rooster felt a punch.

"What, Fistina?" the rooster asked, turning to the third member.

"Huh?"

"Bwak. Why'd you want my attention?"

"I dids not want your attention. I thought we were going to be pummeling leetle squirrel gal."

"..." the rooster looked back at Makoto only to be punched once more, "Bwak! What is it, Fistina?!"

"Hmm?"

"What do you want?!"

"What is you talking about? I dids not want anything, Liam."

"..." the rooster looked away once more before this time being whacked in the side of the head, "BUKAW! THAT'S IT!" he tackled Fistina, "Come here, you!"

As the two pummeled each other, the air beside Makoto rippled before changing into Chamalien, snickering, "Ah, I forgot this guy could do that. Good show, no?"

"...Okay, I'll admit, that was pretty funny," Makoto giggled, "Alrighty...Now to get back to…" she looked back at the hydrant only to see the alien gone, "Whoops."

=Hey Liam! Fistina!= the two aliens stopped their fighting to see their leader setting up the device =Let's craterize this place and get out of here!=

"Uh-oh," the duo gulped before the emblem on Chamalien's chest began to beep loudly before a red light flashed, revealing Ben back to normal.

"Aw come on! A timer?" Makoto demanded.

"I know...it gets really annoying," Ben admitted before a red energy dome appeared around the bomb, "...Like right now to be honest."

=Hahaha! Heck of a time to change back, Ben Tennyson!=

"Come on, Omnitrix...don't be a jerk right now!" Ben grunted as all he got was an exclamation mark inside of a triangle indicating charge mode, "Ah! I thought you were suppose to be better! So far I'm kinda missing the Ultimatrix! I swear Azmuth made you do this, didn't he!?"

"Uh, Ben?" Makoto spoke, earning his attention, "I hate to interrupt your little rant, but we have two problems. One; the bomb! And two; The bad guys are getting away!"

"Well what do you want me to do?! It's not like anyone else is gonna show up a-" Ben began before something ran past the two, "Huh?"

The figure tossed off his cloak, revealing another alien; however, his body structure and build was by far much like that of a human. His entire body was clad in a black suit with blue padded armor covering his torso, shoulders, arms, and leg, with grey military-like pouches on his forearms, thighs, lower legs, and on his waist like a belt. What made it clear he was an alien was the light greyish-blue and white fur that covered his face and his yellow cat-like eyes. He also had a strange...device on his shoulder which seemed built around the Plumbers symbol, which, to Makoto, registered as Ben's Omnitrix symbol.

The man said nothing as he rolled forward, the device on his shoulder removed and unfolded into a bow with an orange energy bow string. He pulled and fired an arrow, which struck the leader of the trio shorting out his suit and making him fall over. Liam and Fistina...did not stop to help and kept running. The man put his device back as a part folded forward and launched a grappler hook that snagged the alien rooster by his leg...and sent him beak first into the parking lot concrete. He rushed forward and jumped off Liam's back and forward before landing on Fistina's shoulders and using the combined momentum and his weight to push with all his legs might and send the heavily armored alien down as well.

"...It's not like a life times supply of chili fries will fall from the sky?" Ben asked, looking up.

"...Really?" Makoto deadpanned.

"...Worth a shot," Ben shrugged before looking at the new figure, "So who are you?"

"Rook Blonko," he introduced himself, "Magister Tennyson sent for me."

"Grandpa?"

"Told ya you needed more back up." Makoto sighed.

"Hey!"

The two then tensed when Liam stood up behind Rook and moved to strike...only for Rook to jump and flip forward, bringing his foot to the bottom of his beak and knock him over backwards.

"I am your new partner," Rook added, looking at Ben.

"Oh, you got a babysitter!" Makoto shouted as she laughed, earning a stink-eye from him, "I'm sorry...that...was uncalled for…"

"I-I don't want a new partner! I'm...I'm me!" Ben declared as if that explained everything going on in his noggin at the moment.

"Yes I know. It is an honor to be working with you, sir." Rook bowed his head slightly in respect.

"Wielder of the Omnitrix see? I've saved the universe like a billion times," Ben went on as Makoto rolled her eyes.

"I am well aware." Rook nodded his head again, making Makoto blink at validation of his gloating, "It's required study at the Plumbers academy."

"Wait. There's a whole class about me?!"

"Chapter and a half…" Rook admitted bluntly.

"Oh…" Ben slumped, "...Well, I was kinda looking forward to being on my own now."

"And look where it's gotten you," Makoto snarked a bit, holding a finger up just as he was about to retort, "And don't say you 'had things under control here.' You were standing here arguing after your Omnitrix timed out, nearly turned into a bulky guy that'd wreck Mr. Baumann's store, and nearly blew your cover before the bad guys were outside of the building."

"That is what I assumed as well." Rook added, "I had assumed you were arguing with your handler."

"Handler!?" Ben complained.

"Is that not the business relationship you both have? It is clear she is a senior operative," Rook pointed to Makoto, who smirked and put her hands on her hips at that.

"...Well technically she..." Ben began before he noticed Liam and fistina trying to get away again, "...uh, Rook?"

"Oh my apologies." Rook nodded as his device unfolded and fired a small rocket, which split open to eject a giant orange net of glowing energy, which snagged all three at once with its arc of descent, "Please do continue, Sir."

"...Not bad…" Ben muttered a bit, "But I bet anyone could handle those three with...whatever that is."

"It's called a Prototool." Rook explained, taking his devices as it transformed into a sort of rifle like formation, "The most versatile tech in the known universe." he added as he showed how it changed shape taking on a sort of sword shape...minus the actual blade, "I've made some special modifications myself…"

"Does it have a mute button?" Ben asked.

"Yeah...for him?" Makoto jerked her thumb at Ben, earning an annoyed look from him before his Omnitrix flashed green.

"Yes! Thanks for the help, but I got this now," Ben stated, going through his selection of Aliens once more before pressing down on the symbol, engulfing him in a flash of green light.

Ben changed as his body morphed and built in size. Replacing him was a tall gorilla-esque alien...made entirely of red, yellow, and blue Lego bricks.

"Woah! Who's this guy?" he blinked, looking at himself for a moment before trying to punch the barrier..only for his fist to fall apart, "...Okay. I did _not _see that coming."

"You're made of Lego bricks! What you think would happen!?" Makoto argued, "How is there an alien made of Lego!? Are all Legos aliens...or...what!?"

"Hey give me a break! This is the first time I'm u-" the lego made Alien began before he noticed Liam starting to break out of the net, "...Hey Rook, tag out!"

"Beg pardon?" Rook blinked.

"It means switch places!" he groaned, "Get over here and disable the forcefield for me. I'll deal with those guys."

"Is that a good idea?" Makoto asked as she stood in a middle ground between the two as they swapped jobs, "This...uh….what do you call this guy?" she asked as the new alien began building himself into a dome around the alien criminals.

"What...uh...I don't know. He's new." he argued, his face building along the side of the dome.

"So you just...what? Pick names on the fly or something?"

"Like you did with Crabdozer?"

"...touche."

"Plus I tend to name them after I find out what they do." he explained, "Well except for those times where I named them instantly based on their hologram...but that was like...what last year...two years ago."

"Oh brother…" Makoto facepalmed, "...Know what? Let's just call this guy Bloxx. Okay?"

"Bloxx?" he asked before a laser blew up his face.

"AH!" Makoto panicked before his entire head regenerated, "Ah...you...you can do that...creepy."

"I'm made of lego blocks! I'm pretty sure...I don't work like a regular life form…" he spoke as his head was blasted off during each pause and regenerated just as quickly, "Any luck over there, Rook?!"

Rook said nothing as he focused on the device, examining it just as a timer was starting to count down.

"...What are you waiting for?! Use your…" Bloxx began before his head was blasted off again before regenerating, "Technothingy!"

"Prototool," Rook corrected.

"Whatever!"

Rook took out a device as it opened into a scanner and began scanning the area around them.

"Whatcha doing?" Makoto asked.

"The shield fluctuation uses a…"

"Up-up-up!" Makoto held her hand up, "Small words, Rook….small."

"...I cannot disable the barrier in time," Rook answered, "We need to detonate it away from the populace."

"Oh!"

"English!" Bloxx complained.

"Help move it!" Makoto barked in annoyance.

"...Could've just said so," Bloxx muttered, changing back to his normal shape and hurried over, scooping the device, "Okay, where to toss this thing?!"

"Hold..." Rook replied as he began scanning the area.

"...Oh no. Take your time…" Bloxx sarcastically said, "...I'm joking by the way. Hurry up!"

"I am scanning for the presence of sentient life," Rook replied before stepping back, "All clear."

Bloxx raised his arms up and was about to throw the bomb, only for his arms to be shot off by laser fire.

"Oh for…!" Makoto began before seeing a certain alien trio aiming blasters at them.

"I got it!" Bloxx shouted as he tried to catch the bomb, his hands taking the shape of a bowl...which soon fell to pieces when the bomb fell through it, "...I don't got it."

"...Okay, these guys are annoying," Makoto frowned before yelping, ducking under the laser fire fired from the alien trio, "...You guys deal with the bomb! I'll handle these guys!"

"Are you sure?" Rook asked.

"Buddy, I've seen her smack a giant rocky crab-rhino thing with a road roller. I think she's got this," Bloxx noted.

"Very well."

"Ha!" Makoto shouted punching the ground right in front of the trio, the shockwave sending them flying back and bouncing off their backs and slamming face first to the ground for...god knows how many times.

"Oh!" Bloxx spoke as he transformed his body and scooped up the bomb, becoming a catapult, the scoop reinforcing itself to properly hold the bomb. After a second to build up tension, he fired the bomb across the street into the abandoned building, "Hit the dirt!"

"Oh geez!" Makoto tensed before Bloxx quickly formed a dome around her and Rook. After a few seconds, a red flash went off before an explosion went off, the building the bomb was in being destroyed in the process, "...Yep. Looks just like the crater from Pakmar's." She noted, looking at the crater once Bloxx reformed into his original shape.

"You guys okay?" Ben asked the two.

"Prototech armor." Rook declared, patting his suit, "Very nice of you to try to save me though." he smiled as he patted Ben's shoulder, "Thanks, Partner."

"Don't mention it…"

"Aw...you're bonding," Makoto smiled.

"Oh, we are?" Rook asked happily.

"No...we're not!" Ben argued.

"Oh please, Ben. I've known you half a day while suffering a splitting headache, and I am really sure if you work alone...this town would fall apart." Makoto smirked.

"..."

"...is she correct, sir?" Rook asked.

"Don't call me 'sir'. Call me Ben, dude."

"...alright. Ben Dude."

Makoto giggled at that, earning another stink eye from Ben, "Hey, you're the one who said for him to call you that."

"I wasn't being literal!"

"I'm pretty sure where he's from...that's all they speak in." Makoto guessed, "Also, Bubble Head and his idiots are getting away into the….sewer? Wow that crater is deep."

"You really like to give that guy names, don't ya?" Ben asked.

"Actually, Bubble Head is his moniker," Rook noted.

"Seriously!?" Ben complained.

"HAHAHAHA!" Makoto laughed.

"That's so lame!" they both declared at the same time but with different tones.

"Should we not be catching them?" Rook asked.

"...Oh! Right!" the two quickly nodded before the trio slid down into the crater and pursued Bubblehead and his crew.

The three rushed into an opening and through a cave system, which lead deeper and deeper. Eventually they saw a light up ahead. Once they passed the entrance, Ben and Makoto took a second to realize what was before them. A large...sprawling underground city. It wasn't the most pristine of cities, what with their many buildings stacked atop one another along the underground chasms incline. But on a simple societal level...it was amazing, and each and every figure they saw living below...was an alien.

"Holy acorns," Makoto awed, "This reminds me of one of the cities back home."

"Really? On the mountain?"

"No. A town underneath the mountain's city on top of the mountain," Makoto replied.

"..."

"What? You asked," Makoto shrugged before looking down below, see the trio of Aliens running through, "...Nevermind. You two follow Bubble Head's goons. I'll follow him and meet back up with ya."

"I'll take the chicken!" Ben shouted, chasing Liam.

"Alright, Ben Dude!" Rook shouted, turning to chase Fistina.

"Gh?!" Ben nearly tipped on his feet at that, making Makoto snicker as she began to pursue Bubble Head.

* * *

"Go...hunt him down." the green gilled alien ordered to his dog as he breached the entrance to this subterranean alien city. Said hound growled as he ran off, sniffing out the scent of its hunt.

* * *

Ben grunted while running along buildings, chasing after Liam. The humanoid rooster looked back to spot Ben; he then decided to jump...overestimating the height a bit. He pointlessly flapped his arm, but just like the flightless bird he was themed after...all it did was amount to wasted effort as he landed and stumbled head over toe before rolling back to his feet. Ben, however, jumped down and braced himself as he landed, taking time to regain his footing...and begin the chase again.

Meanwhile several Blocks over, Fistina bashed her way through a home and ran through an alley. The cybernetic criminal even pushed over a poor alien resident in her rush. Rook followed and jumped over the same alien's head to recover ground in his pursuit. Fistina rushed through another building before making it for the window. She launched her rocket-arm linked to a cable and swung across several blocks, creating a sizable distance between herself and Rook. Just as she turned to gloat, a grappling hook anchored to a wall next to her, and sure enough Rook swung across the distance and began the chase once more.

Bubble Head gasped, running down the road as he pushed civilian aliens who called these streets home out of his path. He slowed down for a moment thinking he was safe only to panic as he saw Makoto sitting on the edge of a building right in front of him. Makoto hummed to herself while kicking her legs, she then smiled and waved to Bubble Head, making him panic and run. Bubble Head climbed atop the roof tops and ran only to panic as he saw Makoto keeping pace on the rooftop across the street, she was practically just skipping to keep up with him. Makoto then jumped and moved her tail under her as she sat on it like a cushion. Bubble Head blinked as she simply pointed down, the alien criminal realizing they just ran out of roof tops to run across.

=...Mercy?= Bubble Head pleaded.

"Nope," Makoto replied as she cracked her knuckles once more.

=Oh no…= he cried as several of the civilians whistled and went on their merry way.

Fistina and Liam were able to make it to an old subway tunnel as they ran for another section of the town. Ben and Rook met up and chased them, Ben smirking as his Omnitrix flashed to life.

"XLR8 will take care of this!" he declared slamming his hand down...only for a large behemoth of gunmetal-grey metal to stomp across the ground in his place, "Or...NRG...yeah...why not," the alien in a suit of unbreakable armor resembling a furnace sighed. He then spit a glob of what looked like magma melting the portion of the track it landed on.

"What happened?" Rook asked.

"New Omnitrix. Still getting used to the controls," NRG explained.

"Allow me," Rook offered before grabbing his Prototool and aiming its rifle as he twisted something and loaded a specific round before he aimed and fired.

A blast flew through the air and struck Liam, knocking him over. The 'round' he fired hovered over Liam before releasing an electric charge which kept him trapped in place. The two Plumbers walked up as NRG whistled in amazement.

"Nice going, Rook, uh...for a newbie!" NRG corrected himself as he patted the young Plumber officers shoulder while walking around him to question their prisoner, "Now talk. Who's behind these alien shakedowns?"

"...Bawk! Bu-bu-behind you!" Liam exclaimed.

"Even _I _would not fall for that," Rook frowned, "And this is my first day on earth."

"Uh…" NRG tapped Rook's shoulder and pointed behind the rookie, the transforming hero already looking behind them at the approaching hovering double-decker bus coming towards them, "Rook, quick!"

NRG grabbed and tossed Liam as Rook deactivated the capture round. NRG grunted as he held his arms up and blocked the truck as it hit him. As they skidded back down the track, the wooden boards on it snapped when NRG's heels hit them.

"Ah! Hey, you took out my breaks!" the driver, an alien resembling a metallic egg, shouted.

"Well you ran us over!" NRG countered as they tore up the track until they were deposited outside the tunnel into a market like bizarre.

The bus finally stopped as NRG and Rook were sent flying away. After a few moments, the alien reached down...and pulled out a mic connected to a cable to the bus.

"Undertown market connected at sewer-line, brown fields, tunnels on the fairy and back," the alien spoke as the back opened, letting several aliens stumble out with one even passing out, "Next stop, Gash's Gardens."

"Hey wait! Your breaks are out!" Rook shouted as he drove off.

"He'll figure it out…" NRG groaned, reverting to Ben. He then turned around looked around, "...Woah...I can't believe this place...let's go check it out."

"Should we not wait for your handler?" Rook asked.

"Not my handler," Ben replied, "Besides, I'm sure she's f-"

"Hey boys."

"Oh geez!" Ben jumped as he turned, seeing Makoto sitting on top of a tied up and bruised Bubble Head.

"What took ya so long?" Makoto asked, "Hey, uh, Rook? Mind telling this guy his rights? I would, but not sure if it'd count if I gave him the ones I was told to say. Could loophole his way outta arrest." Bubble Head groaned before Makoto whacked him on the head once more, "Quiet from the jerk until your rights have been read."

"...Of course, Miss," Rook nodded as he approached.

"Oh, and no need to be so formal," Makoto added as she hopped off of Bubble Head, "Just call me Makoto."

"...Very well, Makoto."

Makoto chuckled a bit as she moved back over to Ben, who was about to say something before she held a finger up, "Before you ask, been here for a while, and saw you guys crashing in." she pointed a thumb at Bubble Head as Rook was giving him his rights, "Bubbles there spilled the beans after what I did with the hot sauce...at least...I think it was hot sauce. Just asked for the hottest thing they had at a stall here." she shrugged, "Anyways, got some stuff from him."

"...What did you find out?" Ben asked before his stomach began to grumble, "...and please tell me you found someplace to eat."

"Eh, not sure what's exactly safe for a human or Beastkin to eat down here," Makoto replied before looking over at a pink rabbit-like alien with robotic eyes selling green and purple tentacles on sticks, "Not sure if I'm that hungry for the stuff down here either."

"...You and me both," Ben agreed with a light cringe, "...Anyway. What did you find out?"

"They're working for this guy named Psyphon," Makoto explained before noticing how Ben tensed faintly, "I take it you know the guy?"

"Yeah...Works for an alien named Vilgax," Ben replied, "You see a fifteen foot tall green alien in red with a beard of tentacles and solid red eyes? You run."

"...Got it," Makoto gave a thumbs up, "And how bad would you say Psyphon is?"

"...To be honest...He was Vilgax's somewhat third toughest lacky."

"Ah….B-list villain. Got it," Makoto nodded before her ears began to twitch, "...Hey, do you hear whistling?"

"Whistling?"

"Seriously? You don't hear th-" Makoto began before a faint growling sound was heard, "...Please tell me that was your stomach."

"No. Was it yours?"

"Uh-uh," Makoto shook her head.

"Plumber agents are coming to retrieve Bubble Head," Rook informed as he approached in time to witness a stall several stalls away from the explode, "Oh. That appears to be not good."

"What was your first clue? The stals exploding, the people running…" Makoto began before they noticed the ferocious bipedal reptilian-like creature coming out of the smoke, "...or the nightmare fuel inducing lizard!?"

Said lizard was the size of a tow truck with pale, sickly yellow scales that were nearly white in color. Its head was primarily black with two white patches on the sides that sported two red eyes on each side while it sported no lips, exposing the razor sharp fangs and gums, and a large pink sack on the underside of its neck. A line of black scales went down its back to its long tail while red spikes grew out of it. It sniffed the air before turning its head towards Ben, Makoto, and Rook.

'_...That same red collar,' _Makoto thought, noticing the red, spiked collar around the creature's neck with an emblem resembling open jaws.

"That is a Buglizard," Rook noted, "They're a Class 4 endangered species from the planet Lepidopterra."

"Then how do you explain why there's one here….and coming right towards me?!" Ben exclaimed as he saw the Buglizard rushing towards him with a roar.

"I have seen the movies with creatures like this! I do not want to end up like what happened to the people who encountered them!" Makoto yelped as they barely dodged the lunge.

"...Okay. Time to fight bruiser with bruiser," Ben frowned as he instantly went for his selection of Aliens before stopping on one, "It's Hero Time!" he pressed down on the symbol, engulfing him in green light as he began to charge...only for Buglizard to send him flying into a stall via a smack with its tail, "Ugh….That h-" he soon took notice of his appearance in a nearby piece of broken glass, seeing he was now a red armored humanoid alien "...ugh...Water Hazard. Why can't I ever get Humungousaur?"

"Because you didn't double check you picked the right guy?" Makoto guessed as she pulled him up to his feet, "I mean, the rotating wheel's neat and all, but why not a hologram of the guy you wanna turn into instead of just a tiny head?"

"Previous model had it," Water Hazard replied, "Have to ask the creator why he changed it a-Look out!" he swung an arm over Makoto's side and fired a blast of pressurized water from the palm of his hand that slammed into the Buglizard, sending it careening away from them.

"Huh...Well, that explains the name. You're a real water hazard in a fight," Makoto noted.

"...Was that a pun?" he looked over at her.

"Meh. I dabble," Makoto shrugged just as Buglizard got back up.

"Allow me t-" Rook began as he approached, pulling his Prototool out.

"I got this!" Water Hazard shouted, shooting water out at Buglizard, only for it to dodge and trample over him, "...ugh….I...I got this!" he shouted, shooting and chasing after Buglizard.

"Yeah...I don't think he's got this," Makoto noted, "May wanna prep that ProtoTool of yours, Rook."

"But he said…"

"There are times you have to ignore orders if a member of your team is in danger," Makoto countered as she saw Water Hazard struggling to get Buglizard off him, "...Like right now."

"Uh...a little help here, please?!" Water Hazard shouted to them before his head was forced down into the ground.

"Hey...any fines I'd have to pay for smacking it around?" Makoto asked.

"A five Tayden fine if it's just bruising and a two hundred Tayden fine for permanent damage," Rook replied.

"No clue what a Tayden is, but you can forward the bill to Ben," Makoto replied.

"Wait, what?" Water Hazard raised his head at that, only for it to be forced down once more as Buglizard roared right into his face.

Rook pulled out his ProtoTool and began to aim at the Buglizard. Just as Buglizard was about to bite down on Water Hazard, he fired off a projectile, which soon separated into a yellow energy tether. It wrapped around the alien's mouth, closing it shut. It tried to struggle with it only for Makoto's fist to smash into the side of its head, sending it several meters away. Makoto sniffed only to let out a disgusted squeak as she covered her nose.

"That thing's breath _reeks_!" Makoto exclaimed.

"...Now I'm thankful I didn't go for Humungousaur," Water Hazard chuckled as he got up, earning a stink eye from Makoto, "Hey. Be thankful it wasn't on top of y-"

"It's getting back up," Rook spoke.

"Ugh...What I wouldn't give for some seithr in the area," Makoto muttered, "A Big Bang Smash would've knocked it out but good."

"Don't know what that is," Water Hazard noted as Buglizard managed to tear off its improvised muzzle, "Aw come on..."

Buglizard jumped high into the air, doing a flip as it headed right towards the trio. They quickly ran out of the way just as it crashed on top of a stall, its claws digging into the wood before looking at one of its nearest targets...which ended up being Rook.

Rook tried firing a few shots at the Buglizard, only for it to deflect the laser shots with its tail as it tried to lunge right at him, only to be stopped when Water Hazard tugged on its tail to hold it back. It turned its head to Water Hazard only to look up when a shadow came over it.

"Down!" Makoto barked as she smashed the broken stall on top of its head, "Whoo! I haven't broken a stall on a big beast's head since my last year of the military academy. ...Bill the repairs and stuff ruined in this stall to Ben, too."

"Wait, what?!" Water Hazard exclaimed at that.

"Three against one...now that's just not sporting," the mysterious alien noted, hiding away from them before his gills flexed as he whistled.

"Okay, seriously. Can you not hear that whistling?" Makoto asked before the remains of the stall broke apart as Buglizard rose up, "What is gonna take this thing down?!"

Buglizard hissed before opening its mouth and expelling a large cloud of green/yellow gas.

"Ack! Oh god, that's even _worse_!" Makoto coughed, covering her nose as they backed away.

Within the smoke, Buglizard hissed before running away. As it went around a corner, it changed back into its dog-like form. Water Hazard emerged from the smoke, carrying Makoto over his shoulder as Rook followed with an arm over his mouth and nose. Water Hazard put down the coughing squirrel Beastkin just as his Omnitrix timed out.

"Ugh...Can I file a complaint with the owner of that thing and the Crabdozer?" Makoto asked.

"Crabdozer? That's a Class 6 predatory species. They're highly illegal to relocate from their native planets and stars," Rook noted.

"...Wow. Not even my first day here and I got the names of two things right when it comes to names," Makoto noted.

"Owner?" Ben repeated.

"Did you not notice the collar? Crabdozer had the same thing around its neck," Makoto pointed out before looking at Rook, "The Crabdozer attacked Ben here earlier at Pakmar's toilet emporium...well...where it used to be before those three thugs blew it up."

"Ahh...I see," Rook noted.

"Ugh...I swear if these things are owned by this Psyphon guy those three were working for, I'm gonna rip him a new one," Makoto grumbled.

"What will you rip for him?" Rook asked.

"Expression for beating him up until he begs for mercy," Makoto explained.

"Ohh…"

"Speaking of, you know where he's at?" Ben asked.

"Yep. Bubble Head squealed it to me," Makoto smirked, "But, uh...any chance for a map of this place? I know the name, but no location."

"...I'm sure someone has a map for this place somewhere," Ben pondered as he looked at the remaining stalls, "That, or we can find one of Bubble Head's fellow goons and trail after them in secret."

"Great. In the meantime, mind telling us a bit 'bout yourself, Rook?" Makoto asked, _'I am seeing all kinds of aliens...Kajun and Kokonoe will be so jealous whenever I get back. ...Or throttle me if I don't get samples to study. ...Or turn me into a squirrel because I forgot what I was supposed to do for Kokonoe...'_

"Hmm? Well...I do not see a problem with that," Rook answered, "Today is technically my first time away from home. When I first became a Plumber, I was originally assigned to my home planet. The most exciting thing there is to keep the rodents out of the grain silos."

"Wait. You learned to fight like that protecting alien wheat?" Ben raised a brow.

"Maybe because the pest on his home planet are pretty large, right?" Makoto guessed.

"Yes, that is correct," Rook replied.

'_Why am I not surprised?'_ Ben thought.

* * *

"Are the machines ready?" a shadowed figured asked a rather buff stitched up alien, a face on its chest with a malformed one where a head should normally be.

"Of course, boss."

"Excellent," the figure grinned, "You will take these Shakedown Machines up to the surface, and fan out the entire city."

"But...boss, only the alien-owned stores have enough Taednyte to pay us in," the alien's chest face pointed out, making figure stop before they turned and slapped the malformed head, causing its eye sockets to water.

"Dolt! _Fear _is my currency…All money is just a way to keep score," the figure scowled, his red eyes glowing as he glared at the alien, "My reputation will be made once the whole fears the name…"

"Bakawk!" Liam's voice squeaked as he and Fistina emerged from a tunnel, the latter missing an arm, "Ben 10! He's-bukaw-right behind us!"

"...what?" the figure frowned, "How?"

"We thought we lost him, b-"

"Whoo that's a lot of bombs."

"Bukaw!" Liam freaked, "He's here!"

"...Grr…" the figure growled a bit as he saw the trio of Ben, Rook, and Makoto standing there from the tunnel entrance.

"Oh my god it really is Psyphon…" Ben groaned a bit.

"...Ben Tennyson," the figure began as they began to step out of the shadows to reveal themselves, "Here to foil my plans? I think not."

"Dude what are you doing? Why are you on Earth...shouldn't you be out there kissing Vilgax's feet?" Ben shouted, "I mean, dude...come on...you were like his favorite yes man!"

"...heh heh. It would seem you have...underestimated me…" Psyphon countered.

"...Yup. Totally something a B-list villain would say," Makoto noted, making him nearly trip over.

"...You two…" Psyphon growled, making Liam and Fistina tense as Psyphon glared at them, "You lead them right to me…"

"Technically it was Bubble Head after I…" Makoto began before Psyphon fired a red beam at his two lackies, shocking them until they fell over, "Oi! What was that for?!"

"A punishment and gift for leading Ben Tennyson right to me," Psyphon answered, flexing his clawed hand before looking at Ben, "Now...I bet you are wondering what ever became of me..."

"Not really no." Ben blurted bluntly.

"Should he have?" Makoto asked.

"Plumber files listed him as...MIA...presumed perished." Rook added.

"...That's because they saw me as a servant…" Psyphon explained, "But now..._I _am the master, so you cannot imagine the joy I feel upon saying this…" the other aliens in the room pulled out some blasters and aimed at the trio, "Get them, boys!"

"He's just been waiting all his damn time on Earth to say that, hasn't he?" Makoto bluntly asked as they scattered from the beam fire that came at them.

Rook flipped across the ground before jumping off one of the bombs and kicking a giant humanoid boar alien knocking him out with the kick to the snout. Rook took out his ProtoTool and turned it into a handgun formation as he began giving cover fire.

Ben and Makoto on the other hand ran into an unoccupied room as they ducked out of the hailstorm of lasers.

"So...shootouts suck!" Makoto snapped.

"Okay Omnitrix...let's be kind here." Ben groaned, lifting the device as he cycled through his options.

"Slowly!" Makoto reminded.

"I got it!"

"Slowly!"

"I got it!-!"

"Do ya really!?"

"Grr!" Ben growled in annoyance just as he pressed down on teh symbol.

At that, the wall was torn down by a large armored yellow alien with giant forearms resembling pildrivers.

"Armodrillo!" he cheered, letting the blasts bounce off him. One bouncing off his trojan helmet themed head. He then grabbed a bomb as the piston on his arm pushed out then in and shot it like a rocket and crashed into three alien thugs knocking them all over, "See? I told you I got it!" he laughed punching a thug as the piston pumped and sent him flying up the cave ceiling of UnderTown.

"You got l-" Makoto began before ducking under a laser shot, "Hey! Watch the tail buddy!" She snapped, grabbing a nearby deactivated machine before tossing it onto a humanoid-boar alien that was on the roof of a broken down train car.

Armodrillo grunted as he punched his way through the deactivated machines and army of grunts sending them flying through the air. Those who were lucky to avoid the rushing alien transformation suddenly received Makoto's fist to their face knocking them down as well. A group that had gotten their bearings back in time aimed at the two from behind, only to forget Rook who shot down a catwalk above them holding several water tanks. The debris pinned the stragglers down as he jumped and aimed to discourage their escape.

"Forgive me, I haven't any witty remarks." Rook stated as he noticed they seemed to be waiting for him to say something.

"Don't force it Rook." Armodrillo spoke as he punched a goon before his piston buried him down into the ground, "Let the wisecrack come to you."

"Its all about what feels right." Makoto agreed.

Everyone then cringed when half of a broken bomb crashed into Armodrillo and sent him flying through several steel support beams. Everyone looked at Psyphon, who was carrying another bomb before charging and swinging it like a club that smacked and sent Armodrillo flying once more, and outside to the public streets of UnderTown.

"Super suit?" Makoto guessed as she and Rook hit the ground for cover.

"It would seem so…" Rook muttered.

"Ugh...anybody...get the number of that RV that hit me?" Armodrillo groaned, pushing himself up, "Grandpa...was that you?"

"Heh heh heh…" Psyphon chuckled darkly as he floated down before him, "Did you think I would come...unprepared?" he asked as he held one of his arms up, causin a small blaster to raise up before it fired a laser shot into one of Armadrillo's arms, causing it to swell up.

Armodrillo groaned as his arm spasmed around and fingers twitched, his arm hit the ground as the piston began jackhammering the ground sending a powerful shockwave across the ground and slamming into a wall of buildings. Tearing a solid crack along it all. Makoto and Rook blinked looking out at the damage to the building that was once Psyphon's base.

"Well...that's gonna be a pain letter." Makoto muttered, "Well...to the guys who work on crime scenes that is.

"Oh those poor Analysis agents…" Rook agreed.

"What's happening to me?!" Armodrillo screamed as he tried to control his arm, only to be dragged around by it.

As this happened, the alien mystery man watched via tiny scope. He turned to the Buglizard beside him, "Separate them Tennyson is my quarry."

"My Excitor beam has overloaded your nervous systems," Psyphon explained with a grin as he looked at Armodrillo struggling.

"Somebody's gonna get hurt!"

"Only by you...hero," Psyphon grinned cruelly.

Armodrillo looked around before spotting the fuse box for an electrical transformer. He rushed over and slammed his haywire arm into it, causing a massive electrical shock to spread through his body. Psyphon blinked as the shock caused his transformation to suddenly time out. Ben twitched as he fell over due to combined effects of the Excitor beam and electric shock.

"...effective, but my Excitor Beam's effect was only temporary," Psyphon stated as he held his other arm up just as a blaster was beginning to charge, "Besides, I have other…._sensations_ left to show you…"

Before Psyphon could shoot his new weapon, the two looked to the side as a loud growl caught their attention. The Buglizard roared, spewing its smoke screen. The two combatants coughed as they moved away from the smoke. Ben was the first to escape the cloud, leaned against a wall only to cry in shock as the Buglizard appeared before him chomping its teeth at him.

"For goodness sake Psyphon call off your dog!" Ben complained as the teeth nashed closer and closer to his face.

At that, Buglizard turned around and growled at Psyphon as he stood back up. It bared its teeth as it used its tail to keep Ben backed into the wall. Psyphon panicked as he could tell the beast was angry...and possibly hungry.

"It's not mine!" he panicked turning to escape from the creature.

"What? Then whose…" Ben began before Rook jumped down and chased after Psyphon.

"Halt!"

"Rook!" Makoto called out before looking down at Buglizard, "Yipe!"

"A little help would be nice!" Ben shouted before jumping out of the way of the Buglizard's lunge. Ben slammed the Omnitrix just as Buglizard slammed into him.

"Ben!" Makoto panicked, jumping down.

After a moment Buglizard was tossed away via a blast of yellow electricity. The smoke cleared to reveal a tall ape like alien covered in thick yellow and black fur, withy bolts in his wrists and neck. Three horns shaped like electric bolts atop his head and his omnitrix on a green belt around his waist.

"Shocksquatch? Okay, eh!" he cheered, taking his useful transformation as a boon.

* * *

Over with Rook, he continued his chase after Psyphon through a narrow tunnel, the latter breaking a few pipes to try and slow his pursuer down.

"Psyphon! This is your last warning!" Rook shouted.

Psyphon just ignored him before flying out at the end of the tunnel, aiming his blasters at the exit before firing down, causing it to cave in, "...Heh. Pest," his eyes widened when Rook jumped out unscathed, "...I must have that armor!" he declared with a gleeful grin, his eyes glowing red.

* * *

"HA!" Shocksquatch grunted as he let Buglizard tackle into him before knocking it off with another surge of electricity.

Buglizard his the ground with a twitch as it tried to move through the electro shock. Shocksquatch however, had other plans as he jumped and slammed his electrified fist into the predators face. He continued punching and punching as he zapped it with each strike, the ground beneath them cracking and breaking with each blow from Shocksquatch.

"...Uh, Ben? You might wanna stop before…" Makoto began before the ground collapsed beneath Shocksquatch and Buglizard, "...that. That happens."

"Ow…."

-linebreak-

Rook climbed a wooden scaffolding as he dodged Psyphon's lasers, climbing higher and higher as the lasers burnt or destroyed pieces of it. Psyphon paused in his firing before resuming it ahead of Rook, only for the Plumber to jump back from the surprise attack and then leap over it.

"The bodyarmor is not for sale, Psyphon!" Rook shouted, hiding behind some cover before flinching when another explosion went off.

"Oh, I don't want to _buy _it. I intend to pry it from your cold, lifeless body…" Psyphon stated in a dark tone as his eyes began to glow once more, "How green are you…?"

He paused when a loud groaning echoed and then multiplied. It started with a few cans and bits and pieces of tools and equipment. It then gave way to the entire scaffolding beginning to collapse towards Psyphon with Rook beneath it all in his cover. Rook looked around before jumping, just managing to get through an opening in the collapse in time. Psyphon, however, had no such opening. Several moments passed until he finally got his upper body out of the rubble...only to have Rook standing above and before him.

"Not so green that I would allow a tunnel to collapse upon me," Rook replied, "Oh! I believe that was my first wisecrack."

"...Ugh…"

* * *

"D'oh!" Shocksquatch grunted as he was knocked over by the Buglizard, his hands holding it back by its mouth as it roared.

"...Uh, Ben? Bus coming!" Makoto shouted.

"Bus?" Shocksquatch repeated before seeing light; he managed to peek past the Buglizard to see a familiar hovering bus, "No breaks…Heh. I got this, eh."

"You got it? You got it?! There is a bus coming your way and a big nasty bad-breathed lizard on you that's pinning you down! How do you…?" Makoto ranted before the bus rammed into the Buglizard that Shocksquatch managed to push up enough to have it in the direct path, "...oh."

"Told ya I got it," Shocksquatch smirked as he got up.

"...okay. Maybe you're not as cocky as I thought you were," Makoto admitted, "...If not just a tiny bit."

"Hey, I'm a lot m…" Shocksquatch began.

"It's coming back!" Makoto yelped, pointing towards where the bus had gone to show the Buglizard charging once more, roaring in rage.

"Hoo boy…" the electric yeti-like alien groaned before seeing a tunnel with a ladder between Buglizard and him, "Hmm...Got another idea, eh. Just whatever ya do, don't be comin' down here! It's gonna be a real shocker, eh!"

"...Pfft! O...okay. I'll give you that one for the pun," Makoto snickered as Shocksquatch ran off, Buglizard running after him, "...Still, how are you gonna…?"

***BZZZZZZT!***

"Oooh…" Makoto cringed as she covered her eyes to not be blinded by the random flashes of electricity, "...Closed space?"

"Yup!" Shocksquatch voice answered as Makoto hopped into the hole once the flashing stopped, letting her see him and a charred Buglizard, "What do ya think, eh?"

"...I think you're gonna be broke from the fines when it gets checked on," Makoto replied.

"Aw come on…" Shocksquatch slumped as he changed back into Ben, "...Still, who could've…"

"Ben, Makoto," the two turned to see Rook, his foot on top of a cuffed-up Psyphon, "I made a wisecrack."

"You did?" Makoto asked before Buglizard expelled its gas not from its mouth but from the sack on its neck after it momentarily swelled up, "Gah! Ick! Ack! Ech! Evil! Evil lizard thingy! Hurk...blarg...BLECH!"

"Aw come on!" Ben exclaimed as the smoke cleared, revealing Makoto, crouched down and groaning by Ben, and Ben...with vomit on his shirt...and no sign of the Buglizard at all.

"...Gone," Rook whispered.

"Good…" Makoto groaned, "Now can...can someone get me some ginger ale? My stomach's still queasy…ugh...I hate having a strong sense of smell..."

* * *

The reptilian humanoid alien said nothing as a soft glow illuminated all around him like the light of a lit fireplace. He sat upon a velvet throne of sorts looking more like the tail feathers of a bird, simply grinding a serrated knife along a whetstone. Adorning the walls of metal around him were unusual yet fitting. A skeleton fully assembled stood next to an oversized turtle shell with an obsidian blade shaped to resemble an eruption of flames was held above the objects. Another sported the head of a Crabdozer, mounted upon a wall. A distorted beeping soon echoed as the Buglizard approached. As it soon stopped at the alien's side, the distorted beeping gave way to a dull red glow that caused the Buglizard to reshape into its dog-like form.

"You did well, old friend," he complimented as the alien dog curled up on the floor, "But this Ben Tennyson is more powerful than I imagined. And resourceful..." he paused in his grinding to check the edge, smirking as he saw no imperfection upon it, "He will be one of my greatest trophies. Khyber the Huntsman promises it."

* * *

"I am telling you; I don't know what that creature was or how it got here!" Psyphon complained as Plumbers led him out of the hole as the rest of his gang was being loaded into a transport for jail.

"Yeah, tell it to the arbiter! Transport's topside," Patteliday countered.

"So...how's your new partner?" Max asked Ben, turning to the 16-year-old as he put on a spare shirt in his car.

"He fights okay. Sort of a donut hole, though," Ben replied.

"Is that good?" Rook asked, standing right behind Ben.

"...Sure."

"Okay, just be careful for a bit, alright? No solids for a few hours and you'll be fine," Pateliday advised Makoto, the Beastkin drinking a cup of her requested ginger ale, "Buglizard gas always does this to those with a good sense of smell. Then again...anything from Lepidopterra does this to those with a good sniffer."

"Thanks," Makoto thanked as Pateliday went back to giving the criminals their rights.

"Makoto," Max called, waving her over.

"Something up?" Makoto asked.

"A bit. While we're going to try to figure out a way to get you back to your time, you'll need a place to stay," Max noted, "I've been making a few calls and it just so happens I have a place for you to stay."

"Really? That's good to hear," Makoto replied, "But, uh...will they be okay with me? Ya know...with these?" she pointed at her ears and tail.

Max frowned briefly enough that Makoto barely noticed, _'Seems racism is still strong in the future, but more than likely it's moved from color and religion to if you're human or Beastkin.'_ he smiled reassuringly at her, "I provided a picture and they didn't mind at all. Sandra even said you looked adorable."

"Sa...Grandpa…" Ben began.

"Well...if they don't mind, then alright," Makoto replied.

"Great. I'll tell Carl and Sandra the good news once we're done here," Max grinned.

"...Oh don't tell me…" Ben began.

"Carl and Sandra? Are those not the names of your parents, Ben?" Rook asked.

"This is good, considering that I had to pull some strings for you being put under an apprenticeship program in the Plumbers," Max noted.

"Apprenticeship pro..?!"

"Well…" Makoto began as she shot Ben a grin, "Looks like we're gonna hang out for a bit while longer."

"Ben, let's do some reintroductions. This is Makoto Nanaya, Apprentice Plumber...to you," Max informed.

"Wait, what?!" both gawked.

* * *

_SZ: Well...this is an interesting turn of events._

_GT: *bandaged up with several large bumps on noggin and repairing the scene* Yes…_

_SZ:..Be thankful Z0 wasn't here, otherwise the destruction would be...no no. Not gonna say anything...still. Hope you all enjoy this new alternate take to Omniverse….because rest assured, quite a few things are gonna be changed, especially certain….episodes._

_GT: Multiple ones. Seriously, I have TV Tropes up and there are a lot of things I am agreeing with on here._

_SZ: Oh ho yeah..so read and review guys!_


	2. A Jolt from the Past

_SZ: Whoo! The Ben10 and Blazblue mood is still on high! We're going with another chapter!_

_GT: Yes. *looking around* ...My nitroglycerine is missing._

_SZ: Your what?!*goes right into the bunker*Start us off!_

_GT: Yeah, it was around...um...a canister the size of a Volkswagen Beetle. I really hope no one drops it or ignites it. *Kamen Rider ZER0 pokes out of a secret passage, holding a remote while my canister of nitroglycerin was above us, neither of us seeing either*_

_SZ: *offscreen*...we don't own anything aside from original content! So b-_

_Z0: FIRE!_

_***KRA-KA-BOOM!***_

* * *

To say things were just a little awkward for Ben and Makoto was to say that a flood was just a little drip of water. For most of the ride to Ben's home within Ben's car, neither really could think of something to say about what Max dumped on them. One thing agreed upon was that they were thankful Max had taken Rook with him to do some final paperwork to make things official for his new position and for doing the filing of the captured criminals.

"...So uh…."

"...Yeah...ano…"

"...God this is awkward…" Ben muttered as they stopped at a red light.

"Oh my god! Someone finally said it!" Makoto groaned in relief, "No offense, but does your grandpa love to troll people? Because I feel that's what he just did to us."

"...I'm starting to think so, too…" Ben sighed, slumping in his seat.

"...Well, since we're gonna be living together, anything about you I should know about?" Makoto asked.

'_Really starting to hate how messed up the future is not knowing about me…'_ Ben thought, "Eh, not much. Be careful when mom goes on a healthy meal phase and try to warn me and dad if you notice it, don't go in my closet or peek in my drawers, and always knock on the bathroom door. Not a lot of rules in the house."

"Wow. Your parents sound kinda laid back," Makoto noted.

"They can be...What about your parents?"

"...My parents…" Makoto paused as a soft smile grew on her face, "They...well for starters, no one is tougher than daddy. He goes deep-sea fishing in the summer, and he hunts for big game in the winter. He's been a bodybuilder for 45 years, and his motto is 'I'll rest when I'm dead, dang it!' Heh heh...Oh daddy kicks so much butt! As for my mom...she's really great, too. She can be all sunshine and smiles, but..." she paused as she paled a bit, "Anger her...game over, man….game over!"

"Really?"

"Yeah. I remember when I was twelve and dad forgot their anniversary date…" she shuddered, "So glad my sibs were either not born yet or in the one room in the house with the thickest walls playing a game on the TV."

"Sibs? As in plural?"

"Yup. Mekoto, Mikoto, and the twins Mokoto, and Mukoto."

"...I am finding a weird pattern in your parent's naming sense."

"Actually, it was all mom."

"...know what? Forget I asked," Ben muttered.

"You have no idea how many people say that when I tell them my mom is the one who named me and my sibs."

"I can imagine…" Ben noted as the light turned green

"Moving on then...so...any good places to eat here?" Makoto asked, "I know I'm still a bit queasy after the whole Buglizard gas, but just curious is all."

"Oh, a few places," Ben replied.

"Such as?"

"Mr. Smoothy for one. Best place for any kind of smoothie you could think of," Ben replied, "There's also the Burger Shack. Though I normally go there for their chili fries. No one does it better in my opinion. There's also Le'Roys, a cafe run by Mrs. Dalton, another Plumber."

"...Any all you can eat places?" Makoto asked, "Just a heads up, I am a VERY big eater...oh. And do you know any places that serve parfaits? Specifically...Chestnut parfaits?"

"Eh, one or two for the buffet part. A place called 'Golden Corral' opened last week. Got asked to do the opening, which was pretty neat," Ben shrugged, "As for the parfait part...not sure really. Why ask?"

"...Because Chestnut parfaits are my absolute favorite…" Makoto replied as she drooled a bit, "My mom would make one that would leave you in pure ecstasy~"

"Huh…Right," Ben nodded, "...So uh...you went to a Military academy, right?"

"Yeah...and believe it or not, the Hierarchical City is pretty much the entire school."

"Wait what?" Ben blinked at that, "...An entire city...is a school?!"

"Yup...thought it's _pretty _exclusive and hard to get into."

"Yeesh...I barely handled high school when it's simply just one building. I don't think I'd be able to handle an entire city being a school," Ben cringed.

"Huh? Wait, aren't you still in school?" Makoto asked.

"Ah…" he stopped the car suddenly. His face frozen into one of confusion, shock, terror, and realization.

"...You never graduated, did you?"

"...I could always take online classes..." Ben muttered, letting his head fall onto the wheel and making the horn honk.

"Gah!" Makoto yelped, covering her ears, "Head off the horn, please!"

"Oh! Sorry," Ben quickly apologized as he raised his head up, "Forgot about your ears…"

"Yeah...Beastkin have better hearing and sense of smell than a regular humans," Makoto muttered.

"Right. Speaking of...anything about yourself you should tell me on about how you live when you're at home?" Ben asked.

"...Well, I like to chill and relax...especially if I have the house to myself," Makoto shrugged.

"Good luck with that. Mom's more of a stay-at-home person," Ben noted.

"I figured," Makoto nodded.

"Oh and like a normal and great Mom, she can be embarrassing...So do me a favor since I know you would never want me to sit through your mom's embarrassing stories of you...be kind will ya?"

"Eh, fair enough," Makoto shrugged, "...We close to your place by the way?"

"Just down the street." he explained, taking a final turn.

"Cool...Maybe later we can head out and pick myself up some new clothes," Makoto said, "I mean...technically the only ones I have are the ones I'm wearing, and my battle outfit back at HQ, and I'm pretty sure your parents would _not_ approve of it."

"...It's not that bad, is it?"

"Two words. Under...boob."

"Okay yeah! My Mom would literally ground you as if you were her own if she saw that outfit," Ben nodded simply, his cheeks turning pink.

"Exactly," Makoto nodded as they stopped, "...Huh. So this is your house..looks pretty nice."

"It should be. This use to be Dad's home as a kid, too." Ben smiled, "Grandpa Max sure knows how to pick 'em."

"Wait, you live w…"

"No, he has an RV he lives in," Ben explained, "Though I think he's on his fifth RV since I first got the Omnitrix when I was ten."

"You've had it since you were _ten_?" Makoto blinked in surprise, "So….you've been helping people out since you were a kid?"

"Well I mean I gave the thing up when I was around Eleven...then four years later Grandpa Max vanished and a race of Aliens called the HighBreed began a plan to kill all life in the universe since they themselves were dying...So it began a whole mess of events where me and my cousin Gwen began dealing with aliens again, recruited my childhood nemesis Kevin who's now my best friend and Gwen's boyfriend and left with her to college." he explained as he took a deep breath, "So we formed a team of friends and began a sort of tiny war with the HighBreed. But in the end, I thought it'd be better to instead help them, so I cured them of all their genetic defects and diseases via splicing their DNA with random aliens. And from there I just kept saving the universe from Evil Alien dictators, crazy power hungry power draining weirdos, and some weird extradimensional Lovecraftian monster which was called a 'dragon' but was _really_ a giant squid."

"I only counted four to five times you saved the universe…" Makoto stated, not shocked by the long winded story.

"...You say that like your world's dealt with something worse."

"..."

"...It has, hasn't it?"

"I would love to say something about it, but you know...time travel and all that," Makoto noted, "Butterfly Effect."

"...Fair enough," Ben nodded as they got out, "Well...you ready?"

"Ready as I'll ever be," Makoto shrugged.

"Okay…Then let's head in," Ben said as the two headed to the door before Ben pulled out a key and opened it, "Mom, Dad! I'm home with our guest!"

"Hi!" Makoto added.

"Oh! Hold on! I'm just about finished!"

"Take your time; it'll give her time to get comfortable." Ben spoke.

"Okay, dear!"

"...She sounds nice," Makoto noted as she sat down on the couch.

"A lot of people say that," Ben shrugged.

"Right," Makoto nodded, "...So...they know about your...well, hero job?"

"Yup."

"...You ever gotten in trouble because of it?"

"...When they first found out, I got grounded…"

"You got grounded for being a hero?"

"They saw me fighting a Highbreed with Gwen and Kevin that resulted in me getting a black eye," Ben explained.

"Ohh...I can relate. Came home with a shiner and a swollen arm once."

"How…?"

"Bunch of racist bullies pushing around a fellow Beastkin because she was...well...a Beastkin."

"...And no one has done anything about it y-"

"Beastkin aren't particularly liked back where I'm from," Makoto explained with a frown, "At worst...we're considered animals or tools rather than people…"

"Future sucks…" Ben blurted.

"Tell me 'bout it. In the several hours I've been here, I've seen a whole lot more green and less top of clouds, learned that we used to have actual aliens living on the planet, an intergalactic police is out there protecting all of space, and that there's a watch that lets someone wearing it to become all kinds of aliens," Makoto noted.

"...Is there anything good about the future you miss aside from your family?"

"My best friends Noel, Tsubaki, Mai, and Kajun," Makoto answered before shooting up and pointed dramatically, "Together, we make the pretty girl detective team, Remix Heart!"

"Pretty girl detective team?" Ben repeated, holding back a laugh.

"...what's so funny?"

"And you ripped on me for my catchphrase…" he kept trying to keep from laughing, "So what 'mysteries' did you do? Find someone's missing stuff?"

"Nope. Stuff involving the mysteries of the school, stuff you would consider freaky magic and all...mutated plants...weird stuff," Makoto shrugged.

"..."

"Hey. You asked."

"I've dealt with freaky magic a ton when I was ten and eleven and then since I was fifteen, a freaky alien fungus when I was ten, and do not get me started on Dr. Animo and his mutated animals," Ben compared.

"You know about magic?" Makoto asked.

"My cousin, Gwen. She's like Grandma Verdonna in that they're Anodites, aliens literally made of mana," Ben explained, "When she was eleven and I was ten, she got a spellbook to practice with and we didn't know she was part alien until Grandma showed up out of the blue when I was fifteen and she was sixteen."

"...Wow. Is everyone in your family this...just wow."

"I mean Dad is the most normal of us...except the time he blasted the alien who was kicking my butt with a Space Bazooka. That was by far the most awesome thing I've ever seen him do!" Ben cheered.

"...Heh. Now I'm glad I ended up here," Makoto admitted with a chuckle, "I mean...who knows where I would've ended up?"

"Maybe someplace full of cute and scary creatures?" Ben joked.

"Or someplace where people are robots instead," Makoto added.

"Or maybe some type of bizzaro reverse world where good is bad and vice versa."

"Or a world where the Black Beast never…!" Makoto began before covering her mouth, "?!"

"Oh, that doesn't sound good," Ben cringed.

"Mmm mm," Makoto quickly shook her head, her hands still covering her mouth.

"...Let's not pry into it any longer then…"

"...Good idea…" Makoto muttered as she sat back down, ears drooping a bit.

"..." Ben looked at the drooped ears before an idea came to him, "Ah, got the perfect idea."

"Huh?" Makoto looked at Ben as he turned on his Omnitrix once more before pushing down on the top.

In a flash of green light, Ben was replaced with a child-sized alien. He had white fur that was short enough to look like skin from a distance with three whiskers on his cheeks. He wore a green jumpsuit with black details on it and small emerald gems on his waist and going up his arms. Hi head was covered in a black hat with three green fins while his big green eyes looked at her with a grin.

"Ta-dah! It's Ditto!" the alien declared.

"...You look adorable!" Makoto squeed.

"Voted number one cutest alien transformation on several sites," Ditto beamed before splitting into two, "And behold!"

"You can multiply?" Makoto awed.

"Eh, it's not perfect. I mean...the original is way more handsome," Ditto spoke.

"Hey! Wait...are you the original or...am I? 'Cause if it's me, then Thank you, but if it's you...well then, good sir...this means war." the other Ditto spoke as he pulled out a white glove and hit his other, both now holding their face.

"YEOW!" they both cried in pain.

"What just happened?" Makoto asked.

"Dingbat here forgot if one copy or the original feels pain, everyone does," the gloveless Ditto growled in annoyance.

"Hey! Just be glad we're not Echo-Echo and doing the daily routine of putting a copy in stasis in the closet," the other Ditto argued.

"Oh right. I totally forgot about him!" the original blinked, "We haven't let him out since the whole thing with Dagon and the creepy cult...Thank god we didn't drink the punch."

"Oh...we weren't supposed to drink it?"

"What's the matter with you!?" the original shook his fist.

"Hey, hey, hey! You hit me, you hit yourself," Ditto 2 reminded.

"Shut up, stupid! I'm not the one who forgot," Ditto Prime sighed, putting his hands on his hips.

"Hey! I'm not stupid!" Ditto 2 argued before making another and pointing at him, "He's the stupid one."

"What I do!?" Ditto 3 asked confused, "Idiots I tell ya…" he sighed, leaning on Makoto's leg.

"Hey! Who you calling an idiot, wise guy!?" Ditto 2 demanded.

"You two. Who else?" Ditto 3 replied.

"Ugh...If you two numbskulls weren't me, I'd have traded you for a TV deal ages ago." Ditto Prime shook his head, the trio of adorable cartoony aliens unaware of how hard it was getting for Makoto not to burst into laughter.

"See, and this is why Echo Echo is better in combat."

"Oh, I totally agree."

"To be fair though, with that guy we can change back while cloned...and run the risk of multiple Bens...and Oh-ho-ho! We do _not_ need a repeat of that day...Gwen still never lets us live it down."

"In retrospect, we should have sent Emotional Ben to the event and Angry Ben to help Kevin."

"And boy did you get the stink-eye from Julie when you spilled the beans that we went and saw Sumo Slammers the Movie."

"And this is why we don't date."

"Hey...wait a minute…" Ditto Prime blinked.

"..." Ditto 2 and 3 looked at the clock for a minute.

"Uhm…"

"Shh...This is how he learns," Ditto 2 whispered, cutting off Makoto.

"GAH! I haven't spoken with her for weeks!" Ditto Prime yelped.

"Told ya." Ditto 3 smiled.

"There he goes," Ditto 2 chuckled as Ditto Prime dialed rapidly.

"Hello? Hello? Jul...Huh…" Ditto Prime gawked before looking at his duplicates, "It says her phone number's not her's."

"Well, she was thinking of getting a new one," Ditto 3 recalled.

"She did say she'd call when she got a new one," Ditto 2 added.

"Do you think France is treating her well?" Ditto 3 asked.

"I hear it's got some crazy things of its own," Ditto 2 responded.

"Oh yeah. I hear the cheese is out of this world!" Ditto 3 smiled.

"If it were, why hasn't it been scanned?" Ditto 2 asked.

"Oh yeah like an alien made of cheese would be _so_ helpful."

"We have Goop."

"Touche...and he does smell like stinky cheese…"

"Nah. That's Swampfire's normal smell."

"Then what's Stinkfly?"

"Better than the stench left by the lizard," Ditto 2 replied.

"Ah, now look what you did, stupid! You made her suffer phantom stink!" Ditto 3 pointed at Makoto.

"Don't make me jump off the back of the couch," Ditto 2 warned.

"Oh yeah? I'll stub our toe on the coffee table...the corner end…" Ditto 3 threatened.

"I'mma jump out the window while it's closed!"

"No, don't!" Ditto 3 panicked, "Mom will kill us! Remember the time we rolled around in our sleep and went Way Big!"

"Oh geez...We may have been Way Big, but we sure were in way bigger trouble with mom!"

"My kingdom for a throwing tomato…"

"It's tohmata…"

"Who the heck says 'tohmata'?!

"...She's in _France_?!" Ditto Prime exclaimed.

"..." the copies shared deadpanned looks, "You deserve this." they sighed, facepalming so hard that...

"Ow!" Ditto Prime cried, falling over backwards, "My face...my money making face!"

"..." Ditto 3 glanced at Makoto, trying hard to not laugh now, "Eh, laugh away."

"PFFFFT! Ahahahahahahahahahahaha!" Makoto laughed hysterically as she fell onto her back, legs kicking as she held her gut.

"And that is why we are awesome," Ditto 2 smirked, fiving Ditto 3.

"I'm freaking out!" Ditto Prime shouted suddenly while huddled up in the corner.

"Ben, are you traumatising yourself as Ditto again?"

"No, Mom..." all three replied, sounding like kids caught with a hand in the cookie jar.

"Yeesh. 5 times in one month and she never lets us live it down," Ditto Prime sighed, momentarily back to normal, "Now if you'll excuse me, I'm gonna go have an existential crisis in the kitchen while swiping the last cookie crunch flavored ice cream."

"You are the weakest link in us…" the clones sighed.

Prime smacked himself in the cheek.

"YEOW!" 2 and 3 yelped.

"Oh my god stop...please...I...I can't laugh anymore!" Makoto chuckled, trying to calm down.

"Eh, we'd love to but the less clones we have as Ditto, the less energy we drain...so...we'll be stuck like this for a bit," Ditto 2 explained.

"Which is fine by me," Ditto 3 noted as Makoto realized he was on her lap now, "Less competition."

"Huh?"

"Hello~ nurse!" 3 declared.

"Oh geez...you're Pervy Ditto, aren't ya?" Ditto 2 sighed.

"Nah. That's 4. 5's Lazy," 3 replied.

"As we've come to learn...Ditto returns to one each time...but spend enough time as him, the clones personify different aspects of our personality more and more," Ditto 2 went on, "We never had this issue when we were 10."

"That's 'cause then girls were gross," Ditto 3 argued.

"Oh, that's 57 who still thinks that," 2 recalled.

"How many clones can you make?" Makoto asked.

"I don't know...we never got farther than 68 before timing out."

"So close…" 3 sighed, "And hoo boy! Number 42 was a smarty!"

"How does he even know how to make a fictional alcoholic drink?!" 2 questioned, "...Uh...To be fair, we did not drink it. We accidentally, humorously snuck it into Will Harangue's water supply."

"It lives forever on the internet...and galactic super version as: Human disgraces his species to the cosmos," Ditto 3 laughed.

"...Who?" Makoto asked once her laughter died down.

"..." Ditto 2 and 3 shared looked before 2 ran off and came back with a laptop, "A big ol' stinker who likes to call us a menace."

"He once spent millions of his own money to make a super spider bot that knew all of our moves." 3 added on.

"Well...He disregarded Nanomech and Way Big. Too small and too big to scan," Ditto 2 noted, "...Did he have insurance for giant robot smashing his vehicle due to a To'kustar dropping it?"

"I think they just now added an Alien coverage plan to most agencies…" 3 shrugged, "Hang on. Let me check with Dad. Hey DAD! We gots a question for ya!"

"Ben, are you Ditto again?"

"Only up to three!" 3 replied.

"Good. Keep it that way. And what do you need?"

"Is there alien coverage in most agencies now?"

"They call it Ben Insurance."

"Oh, now that's just cold...AHAHAHA! BRAIN FREEZE!" he cried along with 2 suddenly.

"Must be eating it fast," Makoto noted.

"Ben, slow down," Makoto heard his mom scold.

"I'm feeling I got dumped by being an idiot. Let me feel the brain pain…"

"Let us not feel it!" 2 and 3 exclaimed, rubbing their heads to try to work through the pain.

"What's with the laptop?" Makoto asked.

"Gonna check on any news involving her since Mr. Mope's being a dope," 2 replied.

"Oh. Okay then."

"Alright. Found it a-"

=in latest news, that menace Ben 10 was seen near some craters where, possibly, some family owned business were destroyed...no doubt by him=

"Aw great. Another Will Harangue rant...and it's unskippable!" 3 complained.

"Huh...So that's Harangue? He sounds like the perfect spokesperson for the NOL," Makoto noted, "...Not that I'm agreeing with what he's saying. It's clear he's leaving out some important details just to make you look like the villain."

"...How…"

"I used to work in the Intelligence Department, but I'm also a double agent for Sector Seven."

"So...you're a lady spy." Ditto 3 smiled, resting on the arm of the couch, "Well now…"

"Stop it," Ditto 2 spoke, tossing a pillow at his face.

"Ack!"

"Why do I taste pillow instead of frozen dairy goodness!?" Ditto Prime complained.

"Huh...I never noticed that till now...we can taste too…"

"Hey hey, look someone caught a picture of us with Makoto." Ditto 3 pointed out, "Wait...what's that byline say at the bottom...don't unmute! Don't!"

"Huh?" Makoto blinked at that, pondering for a moment before frowning, "...It better not be something racist towards me!"

"...Kinda wanna unmute now," Ditto 2 admitted.

"Don't you da…" Ditto 3 began before Ditto 2 unmuted.

=It appears that instead of his cousin and her companion, Ben Tennyson was spotted with an unknown individual. While it seems that while those two seem to have come to their senses on him being a menace, he's now wrapped in an innocent in him being a so-called hero!=

"...yup. Totally trying to make you look more like the villain," Makoto deadpanned, "...Least he didn't called me anything racist."

"Wait a bit...he always says something else after a break between rants," Ditto 2 held a finger up.

"Eh?"

=But after taking a closer look at this 'innocent'...it seems she herself is not fully human, but some sort of half animal hybrid freak. I told you he's making an army to keep us in line, but you…!= Harangue began before Makoto slammed the laptop shut.

"...Excuse me…" was all Makoto said as she got up before walking towards the door, "Also you have a swear jar? Because I apologize in advance for what I'm going to say."

"Ma! Get the jar!" the Ditto's shouted just as Makoto left the house.

"Oh dear...one of you stub your toe again?!"

"No i-"

"NO GOOD GODDAMN RACIST ASSHOLE!" Makoto's voice snapped, followed by a loud smashing sound.

"...That better not have been our car!" Ditto 2 shouted.

"It was our car…" Ditto 3 sighed, "Looks like we'll need to go Upgrade or Juryrigg later."

"Ah man...and Kevin just fixed it." Ditto 2 sighed.

"Oh...this must be how he feels...like that time Humungosaur used his car as an exploding battering ram."

"Oh he was NOT happy…"

"Hoo...sorry about that…" Makoto said as she walked back in, taking a deep breath as she flexed her hand a bit.

"It's okay...It's probably cosmic karma for Kevin's car…"

"Don't you mean _Car_-Ma?" Ditto 3 asked, only to get another pillow to the face, "Touche…"

"I'm surprised you haven't timed out yet," Makoto noted

"The Omnitrix is weird like that." the duo of Ditto's shrugged in unison, "One time we got stuck as one of our aliens forms, Rath, for almost a whole day."

"It was that dang alien Baby's fault. He was a cute little ice cream shaped mashamallo of a thing...but he let out an energy field that stuck us in the one alien that makes us both A: Nigh indestructible...and B: Dumbest thing in the Milky Way," Ditto Prime sighed, walking back in with an almost empty tub of ice cream.

"Nah, Rath's not the dumbest. That's you," Ditto 3 joked.

"I will shovel the rest of this tub into my mouth," Prime threatened, "And why were you watching Harangue?"

"We were trying to watch the video of Julie's latest match in France," Ditto 2 explained, "Not our fault Harangue bought unskippable ads for our normal video site."

"How can he afford it? I figured he'd be a little short after some of his failed schemes…" Ditto 3 muttered.

"Dunno," Ditto Prime shrugged.

"...Maybe we sh...oh shoot!" Makoto freaked, "I still need to get some clothes and exchange my money! Ahh mou...why'd I have to get mad?!"

"Mom will help ya with that," Ditto Prime spoke, "I told her most of the situation...while we...handle...uh...business...you and her will take care of your stuff."

"It'd save us from the cliche anime tropes...I like it!" Ditto 2 smiled.

"...Fine. Will give me time to check the place out," Makoto shrugged as she left the room.

"...Yeesh. Talk about a violent reaction," Ditto 2 cringed once Makoto was out of the room.

"Women…" Ditto 3 shrugged. At that, the Omnitrix began beeping and flashing red causing the Ditto's to fuse to one before reverting to Ben.

"Ugh...That always feels weird," Ben grumbled, "...Well, least I'm not hungry anymore…"

* * *

After an eventful evening at the Tennyson home, Makoto was given a room to call her own and was prepared once she returned from some errands with Ben's mom. A nice bed after many many events in one single day was just what she needed. So began a new day as she awoke to the sounds of something cooking in the kitchen.

"I swear I don't get how the stove stopped working. I thought it was electric," an annoyed voice spoke as Makoto, wearing a yellow pajama button shirt and pajama pants, walked into see an alien of living fire and molten rock holding a frying pan in his hand as bacon was being cooked, "Ah man that smell so good...ah, but I can't even touch it without making it triple crispy...I love and hate you for that, Heatblast…"

"I'm just glad Dad made the kitchen mostly alien proof," Ben's dad sighed as he helped with turning the bacon.

"Okay. You can't blame the time as Goop totally on me...I was sick and confused," Heatblast complained, "Also, I at the time did not know Goop could turn into highly concentrated acid."

"...uh...morning," Makoto spoke.

"Morning!" both male Tennyson's spoke.

"Sorry, Mom said the stove was acting wonky so...we went with plan B," Heatblast explained.

"I mean if Ben has so many aliens that control fire...Why not have them be useful?" his dad laughed.

"You know I could just power up the house as Brainstorm or Shocksquatch," Heatblast argued.

"Yes, but you went with Heatblast," his dad replied.

"I swear it's like Azmuth asked you to help program this thing's sense of humor." Heatblast sighed, grabbing an uncooked piece of bacon and tossing it in his mouth, "Ah man...still crunchy…"

"Do power issues normally happen?" Makoto asked.

"No, not normally...which is weird." Heatblast muttered, "The news said blackouts have been happening around the city….well least it cut out for us before Harangue's segment began."

"I still don't get why you watch that channel at times." his dad argued as he began cooking eggs now.

"Hey, that's the only channel that still shows the old Sumo Slammers show from when I was 10...they don't even stream it online anymore!" Heatblast argued, "Dad, you're overcooking the eggs."

"No, I'm not…"

"You are...here let me."

"Ben, no!"

"Just let me do it. It's my hand…"

"Yes, but you're going to…."

"You burnt it," Makoto deadpanned.

"Wha...you guys distracted me!" Heatblast complained.

"It's alright, Ben. We got plenty more. Might as well try and use 'em up incase it takes a while for the power to come back on..." his dad sighed.

"I...D'oh!" he complained, smacking his flaming head.

"Ah well. I still say this will be an eggcellent day," his dad chuckled, earning a giggle from Makoto.

"Ah, puns...A perfect way to start any day," Makoto noted, "In fact...I bet it's gonna be an Eggciting day!"

"Heh heh. Nice one!"

"I got more 'cheesy' ones, too! In fact...hey Ben, we gonna encounter any cheese-like aliens? I bet the leader's name is Munster, and his lackeys are named Colby and Pepperjack!"

"Oh man...make it stop…" Heatblast groaned.

"Aw what's wrong? I thought you liked puns," Makoto teased, "Besides...I only just Brie-gun!"

"Gouda on you, Makoto!" Ben's dad laughed as Heatblast once more facepalmed.

"I wish I was Upchuck so I could show you exactly how I feel about those cheesy puns…" he groaned, "Oh man...you got me doing it, too!" he cried as the two laughed.

* * *

A ding went off as the elevator's doors slid open, letting Ben and Makoto walk out, Ben in his normal clothes while Makoto was in a jean skirt and a t-shirt with the word 'EXPLOSIVE' on the bust area. As they walked towards where Max and Rook were discussing something, Makoto looked around.

"Huh...All these look kinda normal," Makoto noted.

"Of course they do. Plumbers do need to work undercover at times," Ben replied, "Sorry we're late, Grandpa. Forgot that my car broke last night."

"Totally my bad," Makoto added, "But anyway, we're good and ready to go, sir."

"Great. Today is simple surveillance," Max explained, "Since your car's going to be out of commission for a time, Rook has a vehicle we've just modified for stealth in Bellwood."

"Oh?" Makoto asked.

"Yes. It is right there," Rook informed as he pointed to a normal truck with Max's shop's logo on it with an SD version of himself leaning against it with a plunger in hand.

"Oh…." Ben slumped at how...simple it seemed.

"...Maybe there's more to it than meets the eye?" Makoto guessed.

"Yeah, I bet the girls will all be screaming when they see this thing coming down the block," Ben joked.

"Females are not afraid of my vehicle," Rook spoke before smiling and taking out a remote of sorts and hitting a button, "But they should be." he smirked, hitting a button as the truck transformed into an alien hover jet.

Ben and Makoto just gawked. One in total shock and the other in a blend of awe and pride in being correct. Ben was able to go to the same ground of impressed as Makoto as he turned to Rook.

"Sometimes you're actually kinda awesome." Ben smiled to his partner. Rook smiling back as a result of his praise.

"Aw...the boys are bonding." Makoto laughed, "Also..shotgun!"

"Sh-aw man…"

"...I do not…" Rook began in confusion.

"It's a meaning for who gets the front seat by the driver's seat."

"Oh…"

* * *

A bit later, the trio was now out on surveillance, Rook driving his vehicle as they drove around town as a rather bored-looking Ben sat between him and Makoto.

"...I'm not familiar with human emotional cues, but are you angry at me?" Rook asked Ben.

"Nah...just bored…" Ben sighed, "I've felt more like a tour guide then a hero lately…" he sighed, "Over here on your right you'll see a city, over here on your left you'll see water, careful it's wet."

"...Apologies for his behavior, Rook," Makoto spoke, "He's probably just salty he won't be working solo like he originally planned."

"Sal...ty?"

"It means he's bitter."

"Am not!" Ben argued, earning a look from her, "...Okay maybe a bit. I mean, I've saved the universe a million times...at least!"

"That is why I look forward to this," Rook added, "I hope the real Ben Tennyson lives up to the legends."

"There are Legends about him/Me?" Both Makoto and Ben asked in unison.

"Yes. However, not all of them could be true. For example...Alien X," Rook noted as Makoto noticed Ben raise a brow, "It does not truly exist, does it?"

"Alien X is real," Ben replied.

"Anyone wanna explain to the girl from a bad future what an Alien X is?" Makoto asked.

"According to the Externet Rumors, Alien X is a Celestialsapien, a race of reality bending aliens who exist outside the known Multiverse," Rook explained, "But...honestly, such a fantastical life form, if Ben had such a thing, no villain would ever try facing him."

"Reality...bending?" Makoto asked.

"A blink could just make you no longer exist," Ben explained, "But he is real, Rook. But the drawbacks...yeah, not worth using him."

"Drawbacks?" Makoto asked.

"Debating. Lots and lots of debating," Ben frowned, "Honestly, one time I went Alien X for a moment out here, it was several weeks all about a debate on letting the dinosaurs avoid extinction or not for me in it."

"...Rook?"

"Rumors have it that the reason they're not seen is because they constantly debate between three different minds; the mind of love and compassion, the mind of hatred and anger, and the mind of reason. They have to constantly vote to perform any action," Rook explained.

"That is true. My Alien X has the first two and I'm delegated to the voice of reason...It...is _not_ easy." Ben sighed.

"Course it's not. _You're_ reason," Makoto joked.

"I still do not believe it exists. Please, show me!" Rook spoke excitedly.

"I really don't want to...Last time I tried to use Alien X to stop a guy called Aggregor, I got into a really heated argument with my other personas...I tried to apologize later, but they froze time around the Omnitrix for three whole days...and, oof, days out here feel like years in his head," Ben groaned, "We still never made it past the Dinosaur topic...man he really didn't want to save them…"

"..."

"...Look, Rook. Find us a little heroing to do, and I'll prove to you I can live up to the legend."

"Just be careful not to get a swelled head," Makoto quipped.

"The field kit has an injection of nanites that can cure that," Rook noted.

"Overconfident, Rook. 'Getting a swelled head' means getting overconfident in one's self," Makoto explained, "Gonna have to get you a book of Earth slang."

"Ooh...Earth study readings." Rook smiled.

'_And just like that...Rook could be considered an alien male version of Tsubaki,'_ Makoto thought.

"How about that?" Rook asked while pulling to a stop as they saw a trio of little crab-like aliens...eating someone's car.

"Yeesh. Talk about getting iron in your diet," Makoto noted.

"I believe that is mostly fiberglass…" Rook noted.

"...I got this," Ben grinned, moving over a bit as he leaned out the window, causing the aliens to notice him. He was about to select an alien to transform to...only for the small aliens to spit back up the car parts they ate, "..."

"...Wow. Not even transformed and you showed them," Makoto sarcastically stated.

"...Oh. And you could do better?" Ben argued as he moved back into his seat.

"Maybe…" Makoto smirked before noticing a pair of thugs trying to pry open an ATM, "...Watch. I'm gonna scare these guys into turning themselves in."

"How?"

"Watch," Makoto smirked as she hopped out, bouncing a bit before jumping over behind the two thugs and tapped their shoulders, "Excuse me~."

"?!" the two tensed as they turned and aimed their guns...only for said weapons to be crushed into dust when Makoto grabbed them, "..."

"Now how's about turning yourselves into the police and think about what you've done. Hmm?"

"...Yes, ma'am," the two thugs gulped as they held their hands up, one of them pulling out their phone and calling the police.

"Good boys," Makoto smiled as she walked back over to her ride, "See?"

"..." Ben and Rook shared looked while Rook hid his ProtoTool.

"...Okay, seriously, how strong are you?" Ben asked once Makoto was back in her seat, "I don't think Fourarms is that strong…"

"No clue who that is, but last time I was at a gym, I bench pressed a hundred tons," Makoto shrugged.

"Seriously?!"

"And last time I tried one of those punching machines...broke it just from one punch," Makoto added, "...Pretty sure if my friend Kajun were here, she'd give ya an estimate of how strong I am."

"We could perform some tests at headquarters," Rook offered.

"Yeah... I don't think Grandpa would want us breaking their science stuff. Not like Blukic and Driba use it often though," Ben muttered.

"Who and who?" Makoto asked.

"Our science team...They are Galvans AKA tiny little aliens who are the smartest race in the universe...though those two may be...bottom of their kind's usual IQ scale." Ben sighed.

"Really?"

"Yeah. Azmuth, a Galvan, made the Omnitrix," Ben replied, holding up his wrist to point at the watch, "But he's like...so smart he makes his own species seem normal. Blukic and Driba however...well compared to other Galvans…"

"...I see," Makoto noted, "...Just be happy my friend Kajun isn't here, otherwise….brr. Science Mode…"

"Science...Mode?"

"Just trust me...not something you want to be on the receiving end of."

"Noted," Rook replied.

"Right. So let's get going! I wanna have an exciting time!" Makoto beamed.

* * *

"That was not an exciting time," Makoto deadpanned as the sun finished setting over the town, "A chase ended up being an alien just looking for this old lady to return their purse...then having to calm down said old lady to accept the alien's thanks. Aliens we thought were going to be doing a tagging were simply hired painters about to apply the first coat. Three actual crimes stopped the moment they saw Ben triggering his watch." she took a sip from her straw, "But I will admit that I am liking this smoothie from that place we stopped by before that last crime."

"Best in town," Ben agreed, taking a sip from his own straw, "...Still...wish something exciting would've happened. I mean look…" he pointed at someone passing by, "This guy's practically doing nothing but jaywalking."

"...Wait," Rook spoke as he noticed the person's phone, "His phone should not be able to be powered here on Earth. Is that normal?"

"Huh?" Makoto looked at the phone, seeing it was white and black and connected to his backpack by an orange cord, "Uh...What's wrong with that phone that shouldn't let it work?"

"It utilizes Amber Ogia, which my homeworld is the only one capable of cultivating," Rook explained, "Attempts to cultivate Amber Ogia off-world - even on artificial planets specifically constructed for that purpose - yield only a sickly and inferior version of the original plant."

"So something weird is going on," Ben spoke skeptically as he leaned forward, "Also, yes Rook. It's not normal, so let's go figure this out."

"Ooh an investigation!" Rook cheered excitedly.

"I call dibs on punching him!" Makoto cheered as they all jumped out.

The young man walked down an alley as he seemed to get into a heated discussion with...someone on his phone, "Well you tell her I'm part of something big!"

"Either parent or girlfriend with attitude," Makoto whispered as Ben nodded. The trio ran ahead as Rook and Ben hid behind a dumpster while Makoto jumped and landed on a fire escape above him and out of his sight.

"I'm gonna have to call you back." the young man spoke, hearing something getting knocked over behind him. He quickly turned around as his phone transformed into a gun and fired a beam of yellow electric energy, which detonated a random trash can.

Ben grunted as he pushed Rook out of the way, "You're welcome." he smirked before getting up and rushing the shooter as he ran away from them.

"Oh no ya don't!" Makoto called as she jumped at him, only to roll when she missed and continued pursuit on the ground.

The trio turned into another hidden path in the alley ways. The three stood their ground, ready for combat, only to yelp when an orange colored buggy shot out of the darkened path and almost ran them over. The trio hugged a wall and watched as he drove off.

"Finally some action!" Ben cheered while activating the omnitrix and running towards a wall, "Big Chill will let me cut right through these buildings!" he cheered, slamming the watch as he flashed and smacked into the wall with a flash of sparks, "Heatblast...oh right...last form I took...ugh...Okay, Omnitrix...Big Chill, Big Chill!" he declared, slapping the Omnitrix on his chest once more, letting out green flash to reveal a large humanoid tiger with a white underbelly and black spikes growing out of the back of his fists, "Rrrr...LEMME TELL YA SOMETHIN', NEW OMNITRIX THAT I HAVEN'T GOTTEN USED TO! _Rath_ is not Big Chill!"

"So that's Rath?" Makoto muttered as Rook drove his truck in hover mode up to her so she could jump in.

"Yes," Rook replied, "Ben, get in!"

"RAH!" Rath roared, jamming his claws into the wall of the building and climbing to the top before jumping off the roof, "Lemme tell ya somethin', punk kid driving a buggy! You better stop running away before I catch you and make you sorry for running away in a buggy!"

"...I think he's too angry to hear ya," Makoto sweatdropped, "...Nevermind. Let's hurry and catch him before he gets away!"

"...Understood," Rook nodded as he piloted his vehicle in pursuit of their target.

The young man took a quick sigh as he adjusted his mirror, only to cry in shock as he saw Rath running on all fours to keep up with him. Rath suddenly lunged as he opened his mouth and chomped on the bumper...and got himself stuck to the buggy as a result. Rath gave out muffled roars of rage as he kept punching the trunk repeatedly. He raised up his fist once more and slammed it down hard, tearing through the metal of the buggy and burying his arm up to the elbow into it.

"Lemme tell ya somethin', punk kid driving a buggy! You stop this right now or I'll do to you what I threatened to do to Jarret of Pantophage! Except you're smaller, so I'll only be able to shove my fist into your mouth to rip out your intestines and knit them into a _sweater_!" Rath snarled.

"AHA!" he cried in terror as he hit the gas harder.

"D'oh! Ow! Ouchie!" Rath cried as the sudden speed made his head bob and hit the trunk repeatedly, "Al-ow!-right! Lemme te-yeow!-ll ya s-gah!-omet-guh!-hing, bug-guh!-gy! Rath will destroy you!"

He slammed his other arm into the buggy, tearing into the metal once more. With a roar, he swung his arms out and ripped the buggy in two...just in time to slam chest first into a streetlight, bending it into the shape of his body. The teen struggled with his seatbelt before the half he was on dropped down and a large white fist with a black spike growing out of the back grabbed him by his shirt, ripping him out of the seat and right into Rath's enraged face sporting a bruise mark shaped like the streetlight.

"I will destroy you…" Rath growled, showing his teeth before a beeping went off, making him look down to see his symbol flashing red, "Lemme tell ya somethin', new Omnitrix...not cool!"

A flash of red went off and the teen yelped as he crashed onto the ground. He scooted away, preparing to get up to continue fleeing, only to be stopped when he bumped into a pair of feet, making him look up at Rook. A clicking noise made him look down to see his wrists cuffed by a smirking Makoto.

"At the end, I was kinda worried," Makoto noted, "Sure, some bits were funny, but I have got to remember to not be his target when he's been made livid."

"Try spending an entire day as him…" Ben sighed, "Rath destroyed an alien star ship, an alien pitstop...and stopped an illegal mining operation and a galactic war...in one day while babysitting."

"...I can see him doing everything but the babysitting," Makoto admitted.

"Surprisingly, Rath is good with kids," Ben admitted.

"It is true. Appoplexians for all their rage...are well known for being gentle with children." Rook added, "It's once you stop being a child that you should worry."

"Ugh...seriously ,what is your deal?!" the teen snapped, "I wasn't doing anything wrong!"

"Except shooting at Plumber agents!" Rook argued.

"And reckless endangerment and driving!" Makoto snapped.

"Also, dude! Alien phone blaster! Seriously! How are you innocent!?" Ben added, "Also please tell me your boss is someone big and dangerous so I can kick his butt!"

"Ha! You guys wouldn't last a minute against my boss!" the teen argued with a grin.

"Wait...Aren't you just a normal human...and we all have super powers…" Makoto argued, "Also your engine doesn't sound normal either."

"?!" the teen tensed at that.

"She is correct. That is not a typical Earth combustion engine." Rook spoke.

"Maybe it's a hybrid?" Ben offered as they walked towards the half that housed the engine block.

"No, wait, don't. There's nothing in there! I sw-!" the teen began just as Ben and Rook opened the front...which soon exploded in electricity as something shot out, "...oh crud."

The something was a tiny chihuahua-sized alien. Its body was primarily black with a yellow lightning bolt design on the middle of its body and a yellow circle atop its head. In truth...it actually looked more like a battery.

"What is that...a tiny living battery!?" Makoto panicked.

"A Megawatt!?" Ben shouted before more appeared, before freeing a second Megawatt from the teen's backpack "...I haven't seen any of these guys in years."

"Megawatt?" Makoto repeated before the tiny aliens cackled as they proceeded to repeatedly zap the teen.

"Ow! Ow! Ow! Yeow! Stop-ow!-that!"

"I have never faced a Nosedeenian...any advice?" Rook asked as he pulled his ProtoTool out, only for one of the Megawatts to travel through it and began to zap him, "Ah!"

"Yeah...try not to let them zap you," Ben deadpanned.

"Really helpful Be-YEOW!" Makoto cried as one zapped her, making the fur on her tail fluff up.

"It's okay. They more or less act just like naughty kids," Ben explained, "If they wanted to hurt us...they could do a lot worse."

"Seri-OW!-ously?!" Makoto demanded as her hair had poofed up into an afro.

"Also, Rook, don't cut them," Ben warned, "They'll multiply."

"What...oh!" Rook began before he realized he was using an energy sword mode; he quickly swapped it to a tonfa formation.

"Anything else!?" Makoto snapped.

"Well to stop them, we need to lock them in something insulated like glass or rubber." Ben spoke, "Or drain their energy to put them to sleep...Literal Sleep! Not the thing you assumed!" he shouted, seeing the shocked look on Makoto's face when he said that.

"Oh! Then perhaps-ow!-you can-ow!-use the one called-gah!-Feedback!" Rook suggested, making Ben flinch.

"He's, uh...not...in my new watch…" he muttered.

"Ah! Do something!" Makoto complained, "My hair can't take much more of this!"

"I'll just go Heatblast like that time when I was a kid!" Ben smiled only for the Megawatts to fly off via the city's power lines, "Ugh…" he groaned as he ran after them.

Rook moved to follow, only for Makoto to stop him with her tail and point to their vehicle.

"...oh."

"You cover the air. I'll follow with Ben on foot," Makoto said as she rushed off, "Plus some payback for floofing up my hair and tail! I don't like afros!"

"I do not know what that earth saying means, but I understand the plan!" Rook saluted before jumping into the truck and floating upwards into the air.

"Come back here, you little shock brats!" Ben shouted as they stopped on a building, "Oh hey that worked!"

The two then proceeded to stick their tongues out and blow a raspberry at Ben before jumping off and taking a sudden turn to the right.

"It didn't work…" he sighed chasing them again as Makoto caught up, the wind fixing her hair.

=They seem to be heading towards the waterfront!= Rook shouted via the Omnitrix's communication setting.

"They must be looking for a place to absorb more energy and make more friends." Ben grunted as they kept running.

"Make more friends?" Makoto asked.

"When a Megawatt is full...or damaged...they split into more…" Ben panted.

"...so they're going to make more?!"

"Yup. They may be fast.."Ben began as he began to go through his selection of Aliens in the Omnitrix, "But they can't outrun XLR8."

With that he slammed the watch...as a green wave spread across his body turning him into a plump robot like being of copper like metal with a giant wind up key on his flat head. The Omnitrix set in the center of his stomach surrounded by a green window revealing moving internal gears and mechanisms.

"Clockwork!? This iz ridiculous!" he panted, falling behind Makoto slightly given his new stubby legs and wide body.

"How are you a robot!?" Makoto shouted, "I let Heatblast pass cause he's just living magma...but a _Robot_!? How does this guy even have DNA?"

"Iz now really ze time to…" Clockwork began as he looked at her, "...Time to..time...ugh...mein head…"

"Eh?"

"Your...ugh...looking at you right now...iz not good for mein head…" Clockwork groaned as the green on his torso flickering to an azure tint for a moment.

"...Ben...are...are you okay?" Makoto asked in concern.

"I….I...I don't feel so...good...oh…mein robotic tummy….iz ooh..." he groaned as the gears inside moved like mad along with the gear on the top of his head, "That...iz not good…"

"...Oh crud…" Makoto whispered, "What do I do what do I do…?" she quickly looked back and forth between the escaping Megawatts and the groaning Clockwork, "...what do I do…?!"

"Go on...ahead..."

"Not if you're like this!" Makoto argued as she tried to help him up.

"I think you are ze cause of this...Clockwork is a Chronosapien...IE aliens with time powers and you...are not from this time...ooh here I go again!" he cried as the key on his head began spinning as it fired a green beam up into the air, "Iz that how I throw up…!?" he freaked as the beam formed a portal.

"I think so?!" Makoto added in equal shock, "...Wait. Something's coming out...did you break time?!"

"Oh, I hope not," Clockwork replied, looking around, "No sign of Professor Paradox, so I think zat time iz fine." he looked over at the electric aliens, "You go check what fell. I'll go after zem."

"Got it…" Makoto nodded as she rushed for the portal.

"And so zat doesn't happen again…" Clockwork tapped his emblem, turning into Chamalien, "Seriously? I don't get you since the first time I used you and now you keep getting picked?" he sighed before running after the two Nosedeenians on all fours, "Stupide montre extraterrestre..."

"I swear if some caveman or dinosaur got pulled from the past…" Makoto muttered, going right underneath the portal just as something was falling through, "...Wait...is...is that…?!" the portal closed the moment the object crashed into her, "Gah! Ow..." a black hat landed on her face, turning into a cream color before it landed, "...this sucks."

"Ow…."

Makoto shook the hat off her head, not paying attention to the sapphire gem on it resembling a half-open eye or the tiny 'wings' on it, and looked at what..._who_ landed on her. The figure was a young woman her age wearing clothes that would've been form-hugging on a woman older than the teenager on her. The outfit was bleeding from a pitch black and silver to a cream and white with a small cape on the back. Makoto made out long flowing locks of red hair and fair peach skin.

"...Tsubaki?!"

"Ahh...Makoto, not so loud…" the young woman muttered as she slowly opened her eyes, revealing them to be a rich blue, "...W-What are you wearing? How did you get it on so fast? Did you wear it under your robes?!"

"Eh? Wh…" Makoto began before she heard the Megawatt laughing, "...n-nevermind. I need to go help my team."

"Your team? Wh-" Tsubaki began before Makoto quickly rushed off, "...Makoto Nanaya, you get back here and tell me what's going on!"

"Trust me...this is important!"

"Stop laughing!"

"I…" Makoto began as, at that, a wooden pole fell over, "The Megawatts did it!"

"What are these Megawatts you keep talking about?!"

"Aliens! That's all I'm gonna say for now!"

"...Makoto, did you accidently eat Noel's cooking again?!"

"Just trust me!"

"Oh…" Tsubaki grumbled as she followed before looking down at herself, "What did you put me in?!"

"I didn't do nothing!" Makoto replied as she picked Tsubaki up and ran off, not paying attention to a red pen-shaped sword, a book-like shield with a sapphire 'eye' on the back, or the dropped hat.

* * *

"Ugh...oof…" Chamalien grunted reaching the docks as he stopped by a set of stairs, "I...this...whoo!" he cried, reverting to Ben, "Oh my god... I'm gonna...ugh…"

"Are you hurt, Ben?" Rook asked after landing his truck, jumping out as he ran over.

"Could've...been better," Ben panted, "Though...something...seemed odd."

"Hmm?"

"The Megawatts...I think they _wanted _me to follow them."

"Wanted you to follow?" Rook asked.

"Each time I caught up to them, they waved me to keep going...and if I lagged behind, they waited." Ben gasped, taking a few more breaths of air, "They wanted me here...I don't think these guys are out to cause mayhem...I think they want help."

"...Should we wait on Makoto then?"

"You called?" the two turned to see the Beastkin approach.

"Megawatts...led...me...here...they want help...Change of plans...save...their friends." Ben gasped.

"Are you sure you are alright?" Rook asked.

"Just...too much running...need a second…" he sighed, "But if you see my face go green...back away."

"Just don't aim it at me in a revenge vomit," Makoto replied.

"Makoto, when did you add a cape and red hair extensions?" Rook asked.

"Huh?" Makoto blinked twice, "Oh...I don't have those."

"Ugh...So many jumps and flips...Why, Makoto? Why?" Tsubaki groaned on her back, peeking up to show her face was a bit green.

"Hey...another person...and you know her...Oh crud...Did we break time? Please tell me we didn't break time!" Ben panicked.

"Uh, Ben?" Rook asked.

"I went Clockwork, saw Makoto and suddenly felt like I had gone into an eating contest where all the food is expired with the only drink being expired milk and all taking place on a spinning fair ride," Ben explained, "Next thing I know, I'm vomiting a portal in the sky."

"Ugh…" Tsubaki groaned as Makoto put her down, "Makoto, when the world stops spinning, I'm going to ask Kajun if it's possible to turn you into a squirrel for five minutes."

"Here. Swallow these," Rook offered a pair of pills, "Standard issue nausea pills. They should help with your motion sickness."

"...Thanks…" Tsubaki whispered as she took the pills, putting them into her mouth and swallowed them, "I really…" she slowly looked up to see Rook, "..."

"...Greetings."

"...Makoto…"

"Like I said...aliens."

"I thought you were trying to pull a prank again!" Tsubaki hissed.

"Makoto?"

"Her name's Tsubaki Yayoi. She's one of my best friends," Makoto explained, "Tsubaki, these are Rook Blonko and Ben Tennyson. Don't stoke Ben's ego and Rook doesn't use contractions and doesn't knows slang. He does know how to joke, though."

"It is true," Rook smiled, "I am well versed in Makoto's situation and assume you, too, are from her timeline."

"Aw Man~ We broke time!"

"Not we, you!" Makoto accused and pointed at Ben.

"You made me!"

"How was I supposed to know I gave your robot form a stomach ache?!"

"Someone explain what's going on here?!" Tsubaki interrupted.

"Okay uh...look...we have a job to do...here are the cliff notes, Time space shenanigans, past, Earth full of aliens, Space cops and super hero," Ben pointed to himself and Rook, "Small little aliens need saving from bad guys...I'll explain it all later, but right now I need to punch a bad guy's face in! Rook...let's bust some bad guys!"

"I promise we'll explain better later," Makoto assured Tsubaki, placing a comforting hand on Tsubaki's shoulder, "But for now, know that we're doing a good thing and justice will be dealt on bad guys who, from what Ben said, are doing bad things to little aliens. More than likely? Turning them into batteries for cars and space phones that turn into blasters."

"Makoto, you stay here and explain to her," Ben ordered.

"What?!"

"Remember, Grandpa Max said you're my apprentice, so that's my order," Ben replied, "Rook, come on."

"Oh that…Why he…" Makoto fumed as Ben and Rook went off to the warehouse on the dock.

"...Apprentice?" Tsubaki repeated.

"...Tsubaki, this...is gonna be a long explanation…" Makoto replied with a sigh.

* * *

Once they were inside the large warehouse, Ben and Rook took a quick glance around the area, hiding behind a crate as they soon noticed something. There was a large device in the middle of the room. Inside of it were multiple Megawatts, trapped inside the glass tubes connected to it as the two that were out tried to free them.

"...I was right. They needed help," Ben whispered.

"They are being used to power that machine. They power this...factory…" Rook awed in shock, "Those poor Megawatts."

"They are annoying...but they don't deserve this." Ben nodded in agreement.

"Hey! Two of the batteries got out!" a man's voice shouted.

Ben and Rook looked up to see another young man with the same punk style, only he had a pair of giant robotic arms connected to a similar battery pack. The man jumped off the higher level and the two free Megawatts hissed before they tried to flee. The man swung his arms out and a blast of yellow electricity struck the two aliens. They struggled to escape but the energy sucked them into the teen's hands and into a pair of pods on his shoulders, causing them to light up.

"Well...that seems a little advanced for this type of criminals…" Ben muttered as he and Rook watched.

The two could clearly hear the crackling of electricity from another thug trying and failing to sneak up on them. Ben sighed along with Rook.

"You gonna get that?" Ben asked.

"No, I think Makoto has it covered." Rook said as they kept looking forward.

The thug blinked before a fist bonked the top of his head, making his eyes cross as he stumbled around before falling over face first. For good measure, Makoto kicked the downed thug in the rear, sending him flying and smacking into the Megawatt generator.

"I thought I told you to stay and explain what's going on to your friend," Ben groaned.

"Seriously? And miss the big bust?" she smirked with a shrug of her shoulders, "Relax, I had her lie down in the truck and called for backup."

"Well I hope she feels better." Rook nodded.

"Speaking of..." Ben turned to the first thug who gawked at the scene, too stupefied to actually make a move, "Dude, put the Megawatts down...and the three of us won't kick your butt."

"..." he raised his arms as if to give up only to instead shoot an electric beam which captured all three of them in an energy sphere.

"Huh...I did not see that coming." Ben muttered.

"Neither did I," Rook nodded as he started looking around his pocket and pouches for something.

"Oh come on!" Makoto complained, the fur of her tail poofing up again as she pulled down on her skirt due to being upside-down.

The doors to the warehouse were pushed open, earning the attention of everyone. A large, well-built man entered, wearing a black muscle shirt with a skull on the front and orange pants. His combat boots and brown belt sported spikes on them while he wore black bands on his wrists and elbows with tape covering his hands aside from the fingers and thumbs. His face was painted to look like a skull with his hair done in orange spikes while purple flame designs were tattooed to his arms. Over the man's shoulders was a towel. He entered with the teen that had driven the buggy following him.

"...Oh, I knew we forgot something," Makoto cringed.

"You better be worth interrupting my workout," the leader spoke, tossing his towel away before he began hitting a punching bag.

"Looks like spies, Fistrick," their captor explained.

"...Spies? In my house of business?" Fistrick asked as he punched the bag even harder, showing how strong he was.

"No sign outfront," Ben spoke as he noticed Rook found a gadget in his back most pouch, "You must not want folks to know about your business." he spoke as Rook began fiddling with the device.

"...Well, this kind of alien tech doesn't just fall off a truck."

"I'm sure whoever you took it from isn't happy about it going missing," Ben frowned.

"Hahaha…" he laughed, punching the bag one last time, sending it flying across the warehouse and slamming into a wall, "He don't care _anymore_, Bro." he smirked, implying what the three imagined he was implying about the previous owner.

"You steal alien tech and then use alien hostages to charge it!" Ben simplified their scheme with a look of anger.

"One Alien makes it. Another Alien powers it!" Fistrick smirked walking over to his prisoners, "I mass produce it and sell it to the highest bidder!" he smirked as he put his arms behind his back to seem presentable and professional, "It's just good business, bro."

"And you...are scum." Makoto added.

"Yeah yeah, you ain't the first girl to say that." he shrugged before noticing the device in Rook's hand, "What is that?" he demanded.

"An Electron Entanglement Disruptor," Rook answered as he pressed down on the button, causing the barrier trapping him and his teammates to fizz out and vanish.

Ben slammed the Omnitrix, turning him into Bloxx as he and Makoto punched the ground, sending a shockwave which lifted giant chunks of concrete up like spikes and striking the goon who captured them, knocking him over. The other armored goon got up and charged at Rook, who formed a sword from his ProtoTool. Rook dodged to the left of a punch and then under several more. As the thug charged his robotic arm and punched, Rook ducked to the side and slashed the arm's hydraulic systems, making it lose its ability to move.

The thug grunted as he failed to move his damaged arm. He aimed his still working one and charged a blast only for it to be stopped when Bloxx grabbed his hand in his giant one. The blast hit and dissipated against the aliens physical composition. Bloxx retracted his hand, dragging the thug over as he tossed him up into the air. The thug then blinked when he was struck by Makoto's tail, sending him flying away.

Fistrick watched his two grunts easily bested by the combined abilities of the trio and just glared at Bloxx who changed back to Ben, "Oh you just made a big mistake, bro!"

"I make a lot of mistakes, but shutting you down isn't one of them," Ben smirked.

"Pfft...hahaha! You admitted you make a lot of mistakes!" Makoto laughed.

"What? Like you haven't?" Ben argued.

"...Uh...Hey! The hot headed muscleman that's smarter than he looks is making a break for it," Makoto informed.

"...Crud! Rook!"

"On it, partner." he spoke while flipping his weapon into gun mode as he fired a blast that split into a bola and tied up the younger grunt.

Fistrick ducked down and around the generator for his factory. The trio ran after him and saw him jump down a trapdoor in the floor right behind the generator. The three paused as steam escaped from the trapdoor.

"...Oh that can't be good…" Makoto whispered as something began to rise from the steam

Rising up was a large orange and silver humanoid mech suit. It took a step forward as its foot ended in caterpillar treads for movement. Its large arms opened and closed, showing off god knows how many missiles within. Sitting in the opened chest was Fistrick, strapped to the cockpit chair.

"You never asked why we needed so many of these Nosedeenians," Fistrick smirked as the chest and head unit closed around him, finishing the machines body as it was painted with his shirt's skull symbol on the chest as well. Six tubes on its back sparked to life, making the Megawatts trapped within scream as their energy was taken to empower the suit, "Let's take this baby for a test drive. Looks like I'm getting my workout after all."

"...I am having _very_ mixed feelings right now," Makoto admitted, "One...I really wanna punch that guy's face in for what he's doing to those little guys. Two...it's a freakin' mech suit~!"

"Yes...Specifically a Class 12 Armored Mecha Suit." Rook explained, "Ever deal with one before?" he asked Ben.

"Nope. How do we beat it?" Ben asked.

"Me? You could try Alien X." Rook offered with a small little grin.

"Stop…" Ben sighed.

"How about punch it..._Really_ hard!" Makoto shouted.

The three then blinked as red lights marked all of them. The Mecha suit aimed and fired a multitude of micro-missiles from shooters on its forearms.

"Better plan, RUN!" Ben shouted as they ran and avoided direct hits from the missiles. But the shockwave from the combined explosions still sent all of them flying away and smacking into the ground.

=Woah...I love it!= Fistrick declared as he marched forward.

Rook grunted as he leaned forward and let his ProtoTool fold forward and begin shooting rapid fire energy blasts. Fistrick raised his arms as shields and let the blasts explode off the suit. The Megawatts cried as it seemed the suit expended energy to tank the blasts.

"Rook, stop shooting! You could hurt the Megawatts." Ben declared.

"If we can't fight back...that does tend to make our job more difficult." Rook argued.

"Well yeah...but we can't hurt the little guys either." Makoto agreed with Ben, "They're just prisoners."

"Oh we're fighting back, we just need to find a way to do it without hurting the Megawatts." Ben explained.

"That won't be easy." Rook sighed.

"Eh...it never is." Ben agreed as they all ducked to avoid a barrage of energy vulcan fire from the suit, "Okay Omnitrix...I want Fourarms...not Greymatter….not Nanomech, Fourarms!" he declared, stopping on the icon for the alien he named, before he slammed it down.

However, the green flashed surged as Ben's skin began to harden like stone. His body began to swell as he grew larger and larger till he was just shy of the Mecha Suits hight. Its body was made of tan, black and reddish-brown stone layered outwards. Its head and torso where merged with a large mouth opening to breathe. The alien blinked as he flexed his four fingers and stomped his feet. A molten red core was set in his stomach and a pair of green and black shorts covered his waist with the Omnitrix resting on his forehead.

"Whoa...okay...This guy's new," he spoke in a deep but calm voice.

"Wow! He's a big guy!" Makoto awed.

"A Galilean...a living planet." Rook spoke in awe seeing one in person for the first time.

"Wait...he's a living planet?!" Makoto gawked, "...Can he summon meteors that look like moons?"

"No, but they are masters of gravity." Rook added.

"Gravity?" Makoto blinked only for Ben's new form to get pushed through a wall by Fistrick's mecha suit, "Whoa! That is one tough 'bot."

"Class 12's are the most dangerous models in the universe," Rook added.

"Gravity...Grava...no no…" Makoto muttered as they walked out to see Ben's new form block the Mecha Suit's punches with his arms.

The alien raised his arm as a sphere of bluish white aura formed around his hand and held the mecha up in the air, "Gravity powers? Alright! I can work with that!"

"Graviton? No no…" Makoto shook her head.

"Imma call this guy Gravattack!" Gravattack named himself.

"Oh that is a good one." Makoto agreed just as Gravattack slammed the Mecha suit into the ground and kept it pinned with increased gravity pressure.

Rook ran up as he jumped on the suit and began tugging on the battery pack holding one of the Megawatts.

"Yeah, Rook!" Gravattack cheered while raising his arm...and Fistrick's mecha along with Rook into the air, "Oops…"

"What are you doing!?" Makoto shouted, jumping and landing on top of Gravattack's head.

"Focus your gravitational field lower! I can't free them like this!" Rook shouted.

"Sorry! Sorry! New powers…" Gravattack sighed before slamming the mecha suit down again, the impact causing one of the batteries to eject.

"Well, that's one down," Makoto noted.

Rook smiled before he heard gears moving. He looked at the shoulder as it extended and bent like a manipulator arm...before aiming at him as a barrel opened in it.

"Oh shit! Rook, dodge!" Makoto yelped.

"Oh dear…" Rook gulped, about to dodge before the laser shot slammed him him, sending him crashing into some metal containers.

"Rook!" Gravattack shouted rushing to his side, "You okay? Come on Rook, speak to me partner!?" he asked in concern as Makoto jumped off his head and landed next to Rook to check on him.

"He looks okay…" Makoto spoke, "Ben!" she panicked as the Mecha suit grabbed and tossed Gravattack across the docks.

Fistrick's mecha stomped the shocked alien down before reeling his fist back and punching Gravattack without mercy, =You...want...some...more...Bro!?= Fistrick asked punctuating each word with another punch aimed at Gravattack's core.

"Not...really…" Gravattack grunted in between punches.

=To bad about your friend. To bad for you, cause he got off easy!= Fistrick stated as he moved to punch Gravattack's core again.

"Now Makoto!" Rook's voice shouted as a crane hook slammed into the Mecha Suit and sent it flying and slamming back down into the warehouse.

"Heh…" Gravattack looked over to see the two standing near a crane, Makoto behind the driver's seat, "That was pretty off the hook, am I right?"

"You're welcome," Rook waved to Gravattack.

=RAH!= Fistrick yelled as his mech burst from the roof of the warehouse before landing across from them =Weak!=

"Talk about persistent," Makoto muttered.

"...I think I can separate the Megawatts from the suit," Rook spoke, converting his ProtoTool into its bow formation, "Ben, see if you can hold him down."

"Easy," Gravattack smirked.

"Provided we can get it to stop moving," Makoto suggested as she hopped down onto the dock, "...Hey, Ben. The docks are made of wood, right? Not something alien made?"

"Yeah..."

"And you're currently an alien that controls gravity right…" Makoto added as she gave a squirrely grin, "His suit can take it...but can the docks?"

"..." Gravattack smirked.

Fistrick charged at them only for Gravattack's hands to glow once more. Fistrick was sent flying above them and crashed down hard onto the docks on the far end of them. Fistrick started to get back up only for him to slam down fully onto the docks once more.

=Guh...same old trick, hero?=

"What can I say? It's my first time," Gravattack noted before Makoto held her gut as she cracked up in laughter, "...oh…I should've worded that better..."

"Y-Yeah! Ahahahaha~!" Makoto replied in her laughter.

"...Okay, rising up to 50Gs," Gravattack frowned as Fistrick grunted as he collapsed once more as the dock started to crack around him, "Now while you seem to be standing up against all that pressure, the docks…" he smirked as the docks around Fistrick started to break up further, "That's another story."

Without a moment's notice, the docks underneath Fistrick's mech broke, sending it into the water below...before it was lifted up out before being dunked in again. He was pulled up and dunked once more...and once more after that.

"Ha! This is like one of those dunk tanks!"

"Think you can start spinning him around?" Makoto asked, "We can give him a spin cycle!"

"Not a bad idea…" Gravattack smirked, "But first…"

He pulled Fistrick out once more. On a nearby crane's hook, Rook exhaled slowly as he had his ProtoTool in its bow mode. He pulled back on the string and aimed at Fistrick's back. He released the string and an energy arrow shot out and struck the back of the mech. The arrow split in two and stabbed into two spots on the mech's back, causing it to spark. The canisters shot off and hit the ground, breaking and freeing the Megawatts, letting them flee.

"Nice shot, Rook!"

=Power Level critical...12% remaining= the computer system in Fistrick's mech spoke as the inside was sparking and leaking water.

=...Just enough…= Fistrick frowned as he pressed a button.

"So ya gonna give him the spin cycle now or…?" Makoto began to ask before the machine opened up several panels...exposing rocket launchers that immediately fired their entire salvo, "Oh beetle-infested acorn trees…"

"Gh?!" Gravattack tensed as he quickly shielded Makoto and braced for impact, unaware his hands were still glowing as the salvo of rockets flew in a different direction, "...Huh?"

"...I wonder…" Makoto muttered, noticing the glow, "...Try moving your hands."

"...Ok…" he muttered as he did, causing the rockets to fly around him, "...Wait. Do I…?"

"You have your own orbit!" Makoto awed.

"That is pretty cool!" Gravattack beamed before looking at Fistrick's mech, "...I wonder…"

=...oh...this is not good…= Fistrick paled.

Gravattack began to float into the air. His arms and legs tucked into his body as it became a spherical shape. Fistrick's mech trembled before it was pulled into the orbit, becoming a large orange blur amongst flames and rockets. After a few moments, Fistrick's mech shot out of the orbit and slammed into a metal container several meters away...before the rockets were sent out and all of them collided with the mech, creating a massive explosion.

"That was so cooler than the spin cycle I was thinking of!" Makoto squeed as Gravattack dropped down to his feet, "...Think we can do more?"

"...Naw. I think he's had enough," Gravattack replied as he changed back into Ben.

"Ugh…" Fistrick groaned, climbing out of the remains of his mech, "Ugh...bro."

* * *

"Okay, let me get this straight, Makoto," Tsubaki sighed, pinching her nose to work through the developing headache, "You went to the remains of a Hierarchical City…"

"Uh-huh," Makoto nodded.

"You found an abandoned lab…"

"Yep."

"You messed with the working computers and blacked out…"

"Uh-huh."

"And then woke up here, regressed to the age of sixteen," Tsubaki motioned to the docks they were out as Plumbers were putting Fistrick and his men into a truck to be carted off.

"Right."

"So we're in the past, which is filled with aliens, a young man with a watch-like device that lets him become aliens, an interplanetary law enforcement, and no real way to get back home because the one race that could will more than likely become sick and tear apart time itself if they so much as look at us?"

"Eeyup."

"And, apparently, your finding that out brought me here, deaged and, considering I don't remember anything past us just finishing the graduation from our academy, deaged my brain," Tsubaki frowned as she motioned to her ill-fitting attire.

"Sorry," Makoto sheepishly apologized.

"...Ugh…." Tsubaki sighed, "I would have a hard time believing you..If I hadn't seen what had just transpired happen…"

"Be thankful you stayed in the spaceship truck," Makoto noted, "I'm worried I still have a charge from those little zap-punks."

"...The Megawatts you mentioned, correct?"

"Yup….speaking of, what happened to them?" Makoto pondered as Max walked over to the four.

"I hear that a colony of Megawatts are helping power Undertown," Max noted.

"Since when?" Ben asked.

"Since now," Max replied as he pointed to a cheering group of Megawatts in a large glass container shaped like a battery with a lot of them waving to the four.

"Anytime," Ben mock saluted them.

"Now that we've taken care of that…" Max noted before looking at Tsubaki, "Another time traveller?"

"Makoto's fault," Ben replied.

"What?!"

"Hey, you're the first one and you were the cause for me getting sick as Clockwork," Ben pointed out, "Seriously, looking at you when I was him with just a glance was making me nauseous for some reason."

"...Not my fault you moved your finger too fast and didn't bother to check," Makoto muttered as she turned away, crossing her arms with a pout.

"Makoto, act your actual age and not your current age," Tsubaki scolded.

"Says the girl who got de-aged as well," Makoto countered before flinching at the stern glare Tsubaki gave her, "...shutting up."

"Heh-heh…" Ben chuckled before the glare was aimed at him, "..." he shuddered a bit, "How do you and Gwen know the same glare…?"

"This is going to be more paperwork, it seems," Max sighed.

"I deeply apologize for the trouble," Tsubaki spoke to him as she bowed her head a bit, "...And I apologize for Makoto's behavior. She can be...quite the handful." she bowed once more, "Tsubaki Yayoi."

"Max Tennyson," Max chuckled, "Nice to meet a polite young woman like yourself. And it's been no trouble with her. She's done some good in her two days here."

"Really?"

"Yup!" Makoto beamed as she chimed in, "Helped take down a massive shakedown operation with the leader using bombs that leave pretty big craters." she looked over a Ben, "Did we ever find out what alien that one toilet was meant for?"

"Dunno," Ben shrugged before his stomach grumbled, "...But I do know one thing...I'm hungry for some food."

"Oh same here," Makoto agreed, "Think we can try that buffet you mentioned earlier?"

"...Three plates only," Tsubaki ordered.

"Aw come on! I helped with freeing trapped little battery aliens!"

"The last time we ate at a buffet, you ate them out of house and home and caused all five of us to be banned from it for life. Four plates _only_. If I hear you went over one...nothing chestnut related for a _month_."

"?!" Makoto tensed at that, "...yes ma'am."

"She can eat out a buffet?" Max asked.

"In the few years I've known her, we have been banned from no less than three," Tsubaki sighed, "And that last one before graduation had the perfect cheesecake, too…"

"...Now her warning about her being a big eater is starting to make sense…" Ben muttered, "...Wait. Where is she gonna stay in the meantime?"

"For tonight, she can stay on the base. I'll talk to Carl and Sandra in the morning," Max replied.

"...She's not gonna be my apprentice too, is she?"

"It depends," Max replied before looking at Tsubaki, "Rook will show you where the base is once you're all done with a well-earned meal."

"Thank you," Tsubaki nodded before shooting Makoto another stern glare, "Makoto, remember to behave or less...and again, four plates...only."

"Fine…" Makoto pouted.

"Seems another legend is disproven," Rook noted.

"Which one?" Ben asked.

"A blended beverage at the end of each adventure," Rook replied.

"Eh, that's always been a day thing," Ben shrugged, "Plus, the buffet doesn't have them."

"...Okay," Rook rolled his eyes.

"Oh and by the way, Alien X _is _real."

"Then why can't I…"

"Just...trust me."

"...Do you have any books on different alien species by any chance?" Tsubaki asked Max, making Makoto tense up.

"Actually, I keep an ALDB on me," Max replied as he pulled out a small, flat, round device with a green gem in the middle that lit up and displayed a holographic screen, "Taking the initiative, I see."

"Of course. If I am going to be here, I might as well learn and study up on the different kinds out there...and make sure Makoto doesn't forget."

"...Oh acorns!" Makoto freaked as she bolted out of there.

"...uh…" Ben began.

"She's gonna make us study when she's able to!"

"...y-yeah. Like she can make me st-" Ben began.

"Tennyson-san, would you mind if I included Ben in these lessons?"

"Not at all. Ended up not finishing his last year in high school due to his duties, so maybe a tutor for helping him with online courses would be good," Max replied.

"..." Ben turned on his Omnitrix and selected an alien, "Bye!" he slapped down and the green light went off...revealing Ditto, "...Oh poo…"

* * *

_SZ: *Clears up the last of the rubble* ok...that's the last of it...any other hidden explosives Gt? Because I don't want Z0 pulling a Goro Majima again!_

_Z0: *Rises up as a mass of smoke and embers before reforming* You rang?_

_SZ: AHH! Z0!_

_GT: What's a Goro Majima?_

_SZ: Really crazy guy from the Yakuza series made by SEGA_

_Z0: Kind of a really fun game series. _

_GT: Ah. Cool. And no, I don't have any hidden explosives._

_SZ: Good...because we are done here for today…*looks at some of the reviews from the previous chapter*...We'll address some of these next time guys._

_GT: Oh, that's good. *hissing sounds go off* ...Z0, did you break the container filled with Creeper Eggs from Minecraft ON and I spent a month collecting?_

_Z0: *training them like pets* Maybeeee…._

_GT: …*facepalms as Z0 lit one on fire* Well...Read and Review, readers...read and re…_

_***BOOM!***_


	3. Have I Got a Deal for You

_SZ: *reads the questions*...hoo that is a lot for one review. Also...what's wrong with how we have Makoto in this compared to her appearance in Remix Hearts and Blazbuild?_

_Z0: I think they themselves said they are unsure why they feel that way...eh I don't know._

_GT: Perhaps it's because Makoto was more of a straight person than normal._

_SZ: Possibly...as for why the omnitrix hasn't scanned Makoto...well she's mostly human, so...GT? Z0?_

_GT: More than likely the reason why._

_Z0: I mean...I don't think Beastkins count as different from earth humans or animals in a genetic sense. So it just picks up human possibly._

_SZ: *nods* Anyway...let us start this story off. But first...We do not own anything in this aside from original content...which we've yet to show off. Don't worry...OC stuff will come soon...right guys?_

_GT: Possibly. So shall we start? And, no, there is nothing explosive in this room, SZ. Z0 and I both agreed to not have any in here. *a few moments of silence pass before I hand up a sign reading 'TKO is wimpy baby!'* And now there will be destruction. *flees*_

_SZ: Oh come on!_

_Turbo KO: *roars while destroying the scene*_

* * *

"So this is HQ!" Makoto cheered, leading Tsubaki around, "This is only my third time here...but Ben is distracted."

"That the best you got?" an alien of purple stone with magenta crystal hands and spikes jutting from his body laughed as he let a laser strike him, his one eye rolling as another hit him, "Ahh...I'm getting sleepy."

"You forgot to calibrate it!"

"No I didn't!"

"Yes you did!"

"No I didn't!"

"I thought you two were Galvan...what's wrong? Having an off day?" the alien sighed flashing back to Ben.

Sitting atop what could only be called an evil villain's death laser were two tiny, almost frog-like aliens. They had grey skin and large green eyes with rectangular pupils. One was shorter and wider in build, wearing the white Plumber armor uniform, while the other was taller and skinnier, with an alien baseball cap, overalls with the Plumbers uniform belt, and...he seemed just a bit cross eyed.

"You didn't set it up right, did you!?" the chubby Galvan complained.

"Yes I did!" the skinny one crossed his arms.

"No you didn't!"

"Yes I did!"

"Why don't you guys figure it out while I relax?" Ben sighed.

"We will as soon as he admits he made a mistake!"

"Not if he admits what happened earlier with the robot."

"That was you! I told you not to mess with it, and you did anyway!"

"The CPU wasn't processing right..."

"...Yeah...I'll leave you to it then…" Ben sweatdropped as he walked out of the room, "Hey girls."

"So those are the science team?" Makoto asked.

"Driba is the tiny round one, and Blukic is the tall lanky one." Ben named them as they devolved to fighting like children and actually hitting each other now, "They...are only geniuses while on Earth…"

"...Huh. Go figure," Makoto noted.

"Yeah…" Ben nodded before looking over at Tsubaki, "How are you adjusting?"

"Honestly...I'm still amazed aliens used to live on our planet," Tsubaki admitted, "...And it makes me question _why_ the NOL would keep something like this hidden."

"Dunno...maybe like before they became more and more normal in my time they figure knowing there are aliens...most of which are very deadly or hostile out there in space would cause panic." Ben offered, "I mean...just last year my age old Nemesis Vilgax invaded Earth and challenged me to a public showdown...and he...kinda killed me for a few seconds."

"?!" The girls' eyes widened at that.

"You actually died?!" Makoto gawked.

"Yeah...It was mostly as Chromastone; the alien you just saw me as. But the weird thing is, I was able to come back as Diamondhead, the alien I used to rescue you when you first appeared here, Makoto."

"Wait wait! How does that work!?" Makoto asked.

"Huh? Well, Chromastone and Diamondhead are like...cousin species from the same planet. I figure the Omnitrix did something to change me to Diamondhead just after Vilgax shattered Chromastone, and since Diamondhead can reform from his broken shards...it saved me." he went on, "Hahaha...he didn't see it coming! To be fair, I've mastered Diamondhead's powers way more then others I had at that time. I made him yield...oh the look of saying those words on old Vilgy's face."

"So you can die...and the watch brings you back to life!?" Makoto snapped still hung up on that.

"I figured the Omnitrix has some sort of 'save the user's life' failsafe…" Ben shrugged.

"..." Makoto slowly blinked as she and Tsubaki looked at one another, "It's agreed. If Kajun ever shows up, we keep her FAR away from the Omnitrix." _'And if it's Kokonoe…..yeah….'_

"Agreed."

"Oh come on...like it be that bad." Ben spoke, "Besides what's the worst she could do? I broke my old one hundreds of times."

"Old...one?" the blinked.

"Oh this is the final model, the 'perfect one' as Azmuth calls it. I used to have the old prototype until a year back. I once snapped the dial ring off and got stuck with alien fusions all day…" he laughed at the memory, "Not as cool as you'd think. Each fusion only had half the effective power of the full thing...and some fusions were...not good...like Heatblast and Ripjaws...imagine being a fish that needs water...with arms, back fin, and legs made of fire."

"...yeesh," Makoto cringed, "...Still...fusing aliens sounds cool. Oh! What if you mastered that and was able to choose which ones to fuse?!"

"I have to run that by Azmuth…" Ben muttered, "Fourarms and Humungousaur… Fourmungousaur!"

"Oh that sounds so cool!" Makoto beamed.

"Honestly, Makoto...try and act your real age…" Tsubaki sighed, "...I might as well turn in for tonight and study up...Next time we're free, Makoto, you and Ben are going to study hard."

"Seriously, why do I have to be dragged into it?!" Ben complained, "...You weren't a teacher, were you?"

"No. I was a member of the NOL Military Academy's student council."

"Well...okay. See, you are people new to this world and should learn. I learn better by experience, and what better then the world's greatest tool for peace." he argued, holding up the Omnitrix, "This was made to let you walk a mile in someone else's shoes."

"Wait. That's why it was made?" Makoto blinked.

"Yeah, I know right?" Ben chuckled, "Azmuth...got tired of weapons and wars...so he made this as a tool to help. It can also heal damaged DNA, or splice DNA if I set it to do so."

...I see," Tsubaki noted, "...Still, while you might know how to use each of your alien forms, it would not hurt to brush up on certain species you've yet to encounter or transform to."

"Well...yea b-"

"And the fact you didn't graduate and skipped your last year of high school irks me," Tsubaki continued, "So starting tomorrow after we're done with our task for the day, you _will _be focusing on your online classes while Makoto studies on the different alien species."

"Wha...way to go, blabbermouth..." Ben sighed.

"How's this my fault?!" Makoto argued.

"You got her started in the first place!"

"Wel you had to try and counter it by saying 'I learn from experience'!"

"I do!" he argued, "Why does no one ever get that…"

"Oh you kids are still here!" Max spoke, walking down the hall, "Great! I just caught you. I've been trying out a new dish I found in Undertown and wanted to see what you guys thought of it."

"Oh? Well of course," Tsubaki nodded.

"What's that guys? You need help!?" Ben shouted to the test room as he slammed the watch and became Diamondhead, "Yeah, sure! I'll help with the laser cannon." he said jogging back in...before coming back and shutting the door.

"...You were ditching us. Why were you…?!" Makoto began in a mix of annoyance and dread.

"What? Ditching you...hahaha, what!? No I'm not…" Diamondhead laughed as he struggled to close the door after Makoto opened it, "I just have work to do! Can you fire up the death ray already!?"

"It is not a death ray!" Dribba shouted.

"Yes it is." Blukic countered.

"Is not!"

"Focus! Fire the ray!" Diamondhead called.

"Ben, you get back out here and suffer with us!" Makoto shouted.

"Honestly you two…" Tsubaki sighed, _'Still...whatever food Tennyson-san has cooked up should be good.'_

* * *

'_I blame Tsubaki!'_ Makoto thought, looking wide-eyed at the pot set up before them.

"It's called the Tetramand Arburian Stir-Fry," Max informed.

"This doesn't seem all that different to the foods served normally at home," Tsubaki noted, earning looks from Ben and Makoto, "Makoto, remember that my last name is 'Yayoi.' As in the Yayoi Family who donate to the NOL and run the systems that let us travel to the different cities?"

"Wait, what?" Ben blinked at that before whispering to Makoto, "Her family's rich?"

"I knew that, but not the system bit," Makoto replied with wide eyes before both flinched when Max scooped a ladle full on their plates.

"Wait a minute...isn't an Arburian Cannonbolt's species?" Ben asked.

"Yes. It's a stir-fry made by a Tetramand and an Arburian Pelarota working together. If I remember right, the story goes they were both looking for an ingredient for their own recipes and ended up in a brawl that ended up mixing their recipes together," Max explained.

"I see. Interesting," Tsubaki noted.

"This is quite delicious. Thank you, Magister Tennyson," Rook thanked.

'_How can he eat it without a care?!'_ Makoto and Ben thought.

"Wait...If this is safe for them to eat..." Ben smirked dialing his Omnitrix as in a flash he turned into a giant red skinned four armed and eyes alien, dressed in black in green with a moustache and goatee, "Oh yeah!" he grinned, flexing his arms.

"...FourArms?" Makoto guessed.

"Hey I was 10. Cut me some slack," Four arms complained as he used one arm to scoop some up and ate it, "Huh...Not too bad."

"Really?" Makoto blinked, taking a spoon full before taking a bite, "..."

"...You okay Makoto?"

"..."

"Hmm?" Fourarms blinked taking noticed as he waved one of his hands in front of her face to get her attention, "Oh yeah...She's totally out of it."

"How did that happen? We all ate it, yet we are fine," Rook pondered.

"...Oh...Maybe her biology," Tsubaki realized.

"You mean the part squirrel thing?" Fourarms asked.

"Possibly," Tsubaki replied as she gently poked Makoto, "She could have some taste buds humans don't that were triggered or something in the food is causing this reaction."

"Grandpa...what exactly was in this?" Fourarms asked.

"Ah, now that's quite the list," Max noted as he pressed a button and two medical officers ran in.

"There's always one when you make these, Magister," a female Diamondhead-like officer sighed as she held up a scanner to Makoto, "Looks like she's got an allergy to the type of meat Tetramands use for this recipe."

"At least she isn't having a reaction like Ge'off had with the stew last month," the other officer, a human male, noted as he pulled out a square device that expanded into a medical cot that floated several feet above the floor, "Alright, we'll take her to the medical wing for the normal allergy shots and get a genetic allergy report for her ready in an hour."

"There are allergies from alien foods?" Tsubaki asked.

"Different biologies. Even if someone's not allergic to something on Earth, another planet could have something they are," the female noted as she loaded Makoto onto the cot.

"...I may need to have those shots and a report as well," Tsubaki noted.

* * *

"Urgh...Remind me to _never_ eat anything your gramps offers," Makoto groaned the next day as they approached Max's cover job's store, the Beastkin wearing figure-hugging jeans that reached halfway past her knees and a blue tee with the word 'COOL' stretched across her bosom.

"Now you see why I ran…" Ben sighed, "Grandpa has been eating weird foods for years now. You don't want to know how bad it gets when he doesn't have alien ingredients to work with." he spoke with a shudder, "Only part I wish to change about that summer...his cooking. Weird thing is his taste in food is almost exactly like a witch's potion an enemy of ours made once."

"...You still could've warned us...especially me," Makoto muttered.

"...Think Tsubaki's adjusting okay?" Ben asked, hoping to change the subject.

"...I hope so," Makoto answered as they approached the elevator leading down to HQ, "She can handle herself pretty well in whatever situation she's given...well, aside from what happened when she first got here, but you get my point."

"To be fair, who would be ready for your current predicament?" Ben argued.

"Fair enough," Makoto replied as they rode it down, "Think your car will be fixed?"

"Not likely. My friend Kevin built it...The fact you even wrecked it up the way you did...is a testament to how strong you are."

"Oh…" Makoto noted as they got out, "Neat!"

"I'm sure I can fix it with Upgrade or Juryrigg...provided he doesn't dismantle it and turn it into a miniature fighter jet...again."

"I'm guessing he looks like a little gremlin," Makoto guessed.

"Yeah. But wearing a pilot's suit and laughs a lot. I have almost little to no control around tech in that form."

"Good morning, you two," Tsubaki greeted.

"Oh, hey, Ts…" Makoto began before blinking twice upon seeing Tsubaki wearing a black and cream version of Rook's outfit, "Uh...Tsubaki?"

"Standard issue for patrol," Tsubaki explained before tossing Makoto a star-shaped charm, "I have to admit that the technology is amazing here. I'm worried if Kajun is ever here, we wouldn't be able to get her out of even just the broom closet for months."

"Blukic and Driba went all out on that one…" Ben muttered.

"...and the charm?" Makoto asked as she wrapped it around her neck.

"Blukic and Driba made it with nanotechnology to…"

"Whoa, whoa, whoa," Ben held his hands up, "Makoto, get that off. Nanotech is never a good idea."

"Huh?"

"I said they are impressive, yes! But that's compared to Earthlings...those two are on Earth 'cause no one on Galvan wanted them!"

"I believe he is worried due to the last time Earthlings were involved with nanotechnology," Rook noted as he walked over.

"Here. Just...let me check it first." Ben sighed, slapping the Omnitrix as he shrank down into a Galvan dressed in a green jumpsuit with his Omnitrix on his back.

"Who's this?" Makoto asked as she picked him up.

"Greymatter," the alien replied as he hopped onto her shoulder and looked at her necklace, "...Phew. Not made with Nanochips."

"Nanochips?" Tsubaki repeated.

"They were the result of the last time nanotechnology and humans interacted," Rook replied quietly, "It resulted in the death of a Plumber named Victor Emilio Validus and his daughter, Elena Validus, being transformed into a being made of them and losing her mind in a way. They did not specify how in the reports."

"It was personal and none of anyone's business," Greymatter declared simply, "Now, shush! A genius is at work." he inspected the necklace a bit more, "Hmm...The AI for the system is basic and incapable of evolving beyond its current capabilities, so no worry for it going for assimilation. It appears to be simply for a clothing change." he finished before jumping off, "Congratulations, Blukic and Driba...you didn't almost make sentient killer clothing...again."

"...Again?" Makoto and Tsubaki blinked.

"Just trust me...It was not pretty," Greymatter sighed, "Suffice to say, I almost got murdered by a pair of longjohns...thank heavens for Upchuck. So what's up with it?"

"Oh, it makes the same outfit I'm in," Tsubaki explained.

"Portable Proto Armor. Useful, maybe with its durability she can punch thicker skinned aliens without almost breaking her hand." Greymatter pointed out.

"Really?" Makoto blinked, "Oh, I'm gonna like it. Though...does it come in acorn color?"

"They're all adjustable," Rook explained, "They're meant to also be used for camouflage for stealth missions. However, we simply have a standard patrol until three."

"Oh...cool," Makoto noted, "...Oh hey. Did my old cloths e-"

"I locked those up the moment I saw them," Tsubaki simply replied.

"I don't wanna know." Greymatter said, walking off.

"She meant my battle outfit," Makoto simplified with a sigh.

"That was not meant for...how you got around without suffering a wardrobe malfunction is beyond me!" Tsubaki snapped.

"Rook, stop paying attention!" Greymatter snapped before he changed back into Ben, "And I get the feeling I'm going to be a tour guide once more."

"You are…" Tsubaki replied, "I want to examine this UnderTown you three have seen."

"Huh. I have wanted to check that place out more." Ben muttered.

"I, unfortunately, shall not be joining you today." Rook sighed, "I must write up a report for our arrest of Fistrick, and then per Magister Tennyson's request write out a study guide of Plumber rules and regulations for our guests. It all should be rather entertaining, but time consuming."

"Guess it'll be a walking tour," Ben noted, "Good luck with that stuff, Rook. I'll bring you back a smoothie from Mr. Smoothy's."

"Thank you," Rook smiled.

"Well at least we'll see what aliens are like," Makoto shrugged, "Well...aside from what we've seen in the base and with Rook. Might be a piece of cake."

* * *

Shocksquatch grunted as he crashed through an abandoned stall, "Makoto, when we're done with this, you are so gonna get an afro and a puffed up tail from me, eh!"

"Oh, like I knew there were bounty hunting aliens!" Makoto snapped as she flipped over an energy axe on a cable, now donned in a black and acorn-colored version of Rook's uniform with a pair of tonfa strapped to the back of her lower arms, "And remind me to thank those two for including tonfa in this!"

"Just hand me your new Omnitrix, Ben Tennyson, and this can all be over!" Sunder the Retriever spoke as he wore a new metallic mask over his face.

"Well, eh, sure! Since you asked so nicely!" Shocksquatch smirked in response.

He jumped over another swing of his axe before running on all fours to evade the weapon as it chased him via swinging along the ground. Shocksquatch blinked as he noticed a little alien boy run into his path after a ball, he quickly rolled forward and scooped him up before swinging his arm and blocking the axe by its cable, and wrapped it around his arm, he let the kid go as he screamed and ran off.

"Oh geez don't mention it!" Shocksquatch called.

"Ben, they don't always have to thank you for saving them!" Makoto snapped.

"It's just manners, eh!" Shocksquatch countered as he began a game of tug-o-war with Sunder.

"Mou…" Makoto fumed.

"Does this happen a lot?" Tsubaki asked as she stood nearby.

"Seems like it," Makoto replied, "Oh! Opening!" she dashed out and skid under Sunder's vehicle, crouching down once she was under it, "And…" she delivered an uppercut, sending Sunder flying up to the ceiling and dropping his axe, "SPOON!"

"Who goes shouting 'bout spoons, eh?" Shocksquatch asked as he unwrapped the rest of the cable from his arm, "Oh boy that looks like it'll be a pain to get him out."

"Eh. I'm sure he's fine," Makoto shrugged.

"I am not fine!" Sunder called, his head jammed through and directly under a pipeline which was leaking on his head.

"This is payback for my hand, eh!" Shocksquatch shook his fist at the air.

"What'd he do?" Makoto asked.

"Cut off my hand," he smirked reverting to Ben.

"He...cut off your hand?" Tsubaki asked.

"It was a whole thing," Ben shrugged, "Somehow ended up in the Null Void without my hand with the Omnitrix on it. Lucky for me, Julie found it and helped me get out." he froze.

"Forgot to check for a video on how this Julie's doing in France?" Makoto guessed as Ben groaned while facepalming.

"Makoto, must you do this?" Tsubaki sighed as she grabbed the badge on Makoto's hip and tapped it, "Reporting a captured bounty hunter by the name of Sunder. Attempted to assault a Plumber officer and his apprentices while on duty, over."

=Noted. Your location has been marked by the badge, over=

"Uh...might want to bring some hover vehicles and tools to...get him out of the cave ceiling," Ben added.

=Sending the Ben Cleanup Team. Over and out=

"...Pffft…" Makoto snorted back a laugh.

"Hey, hey...Might want to rename that...It was Makoto's fault this time," Ben simply smirked.

=Noted. Over and out= the officer on the line replied before turning off the communication.

"Well, that was fun," Makoto noted, "Though that's gonna bite ya later, Ben."

"Why?"

"You're the senior officer in charge of us," Tsubaki explained, "In other words, our actions reflect on you."

"...Seriously?" Ben asked with a groan.

"How was your team before?" Tsubaki asked.

"It was me, Gwen, and Kevin. Gwen was the smart book type, Kevin was the...well checkered past street smart one." Ben went on, "And I...was the punch the big guy in the face till he went down guy."

"So...you were never the brains of the team…" Makoto realized.

"Not unless I went Brainstorm," Ben smirked.

"So...you are the literal secret weapon...no wonder your grandfather gave you a partner as fast as possible," Tsubaki realized via her own thought process.

"Yeah...you literally need people to keep you from doing stupid things..like putting your foot in your mouth," Makoto added.

"I don't…"

"Congratulations, my dear boy and his companions!" a new voice spoke up.

"Oh geez!" Makoto yelped as she jumped and landed in Ben's arms, "Don't sneak up on a girl!"

"My humblest apologies."

Tsubaki looked at the owner of the new voice. It was a green-skinned humanoid alien wearing a red/brown coat fully buttoned up and a red/brown top hat. Two gold stars adorned his jacket on the chest area while another acted as a buckle for his belt sporting several yellow pouches. His large top hat also sported a star and a pair of goggles on it. Four arms grew from his body while his skin was green and his hair and mustache were orange.

"Well...I guess I can accept them," Makoto noted.

"Hope Ben will accept yours," Tsubaki frowned.

"Huh?"

"He can't breathe," Tsubaki deadpanned.

"..." Makoto blinked as she looked down, seeing Ben's face almost blue, "...oops. Eh heh...sorry again," she chuckled sheepishly as she let go and jumped out of his arms.

"Phwah!" Ben gasped out, _'Her chest should be registered as a lethal weapon for air breathers…even if they were soft and-gha! Bad Ben! You have Julie...I think...Mmm...I need to figure out her number or see how's she doing on her tennis trip!'_

"...Ahem! Anyway I saw what you and your companions did and wonderful! Wonderful yes indeed! Absolutely superlative!" the alien beamed, "But...if you want to prevent that rundown feeling of transforming from beast to boy...what you need…" he pulled out a small bottle with a star on it, "Is a bottle of Professor Hokestar's Miracle elixir!"

"...Who with the what now?" Ben raised a brow.

"Does it have anything we'd be allergic to?" Makoto asked, throwing him for a loop.

"Well no, but I can assure you young lady, Professor Blarney T. Hokestar's Miracle Elixir will change everything!"

"...Yeah…thanks, but no thanks…" Ben deadpanned as he began to walk away followed by Makoto and Tsubaki.

This didn't seem to deter Mr Hokestar much as he fixed his hat and turned to the massive crowd who gathered to watch the fight. It seemed Undertown took these...Ben 10 fights as like a public performance. With the many powers and abilities gathered in this alien town, fixing things like a broken building or two was hardly difficult, but the violence and action of it was worth watching to ignore the moments of boredom of day to day life down there.

"How about you, my friends?! Do you too doubt the veracity of my formula's amazing attributes?!" Hokestar asked the crowd, earning silence from them, "...Oh what's that? You need a brief demonstration?"

"..."

"...Yeah, I don't think they're buying it," Makoto deadpanned.

"...hmm...oh! Then may I have an abled bodied volunteer from the audience?!" Hokestar asked as he looked amongst the crowd, "Somebody...anybody?"

"...eh uh...I'll do it," a voice spoke as a small alien seemingly made of purple stone wearing a purple and gold jacket moved through the crowd, raising his clawed hand.

"Excellent my boy! The perfect specimen yes indeed!" Hokestar beamed as the small alien moved over to him, "Now...just for clarity's sake, we have never met before have we?"

"Uh...no bo-I mean! Professor...we have never met before."

"..." the three Plumber agents all crossed their arms and watched what was about to transpire.

"And your name uh...my good sir?"

"They call me Plugg. Solid Plugg…"

"...Oh. Of course you are, my dear boy," Hokestar whispered before placing an arm around Plugg's shoulder, "And now~! Are you ready to have your whole world transformed?"

"...uh...sure. Why not?"

"Just sprinkle a few drops of my miracle elixir on the scalp, rub vigorously," Hokestar explained, doing as he said step by step to Solid Plugg's head, "And in just a few moments, viola! A rich full head of…" he paused as roots and vines grew out of Plug's head before sprouting flowers and such, "Flowers...Yes, Yes! And not even in season, too!"

"...uh buh...y-yes! It is a miracle!" Plugg added, "I was bald moments ago, and now..forsooth I am not."

"Now who would be next to partake in my Miracle Elixir, huh? Only two tayden a bottle." he smirked as most of the crowd had left but three remained.

"...Not bad."

"Uh, I'll take one."

"I'll take two!"

"...Well...I know what I'm not doin'," Makoto muttered.

"I mean...it's just...a kinda hair growth tonic…" Ben muttered, "Not exactly illegal."

"...Professor, mind if I ask you something?" Tsubaki asked as she approached.

"Oh well of course young lady! What do you need to know about my miracle elixir?"

"...what exactly is in it?" Tsubaki asked.

"Hubuh what?" he asked blinking.

"You know the saying; 'Another is born every minute?' Yeah...that ain't us." Ben crossed his arms.

"Yeah...not buying your schtick," Makoto added.

"...W-well then, there is nothing better than appreciating a challenge of a hard sell," Hokestar chuckled once he regained his composure, "Allow me to change your tiny minds."

"You're wasting your time…" Ben deadpanned.

"My time to waste now, isn't it?" he countered, "Please...follow me."

"I kinda want to go...just to see his face when we still say no," Makoto shrugged.

"Worse case scenario? This is a trap and we fight...best case...he legit is just a simple con-man and he loses a sale," Ben offered the two outcomes he saw.

"Let's wait and see…" Tsubaki advised, keeping a suspicious eye on Hokestar as they followed him to a rather odd looking, bronze colored building.

"Welcome welcome welcome to Professor Blarney T. Hokestar's Extraterrestrial Emporium! If you cannot find it here, it does not exist anywhere!" Hokestar declared as he pressed a switch, causing the side of the building to open and reveal various items.

"...Looks like a bunch of useless…" Ben began before he noticed a toy sumo, "?!...Where'd you get that Sumo Slammer Action figure?! I've never seen that model before!"

"Oh that? Just something only available to the special concessionary of Budakon. Only 100 have ever been made." he explained, taking note of how much it grabbed Ben's attention to the point of breaking his cool, "If you like it...it's yours, my boy...with my compliments."

"Why so generous?" Ben asked skeptically as he took the toy.

"Oh no reason, e-"

"You want him as a spokesperson for your stuff, don't you?" Makoto asked, nearly making him stumble.

"...n-nothing wrong with that, is there young lady?"

"...It seems harmless enough…" Ben muttered as he looked at Hokestar's stuff, "...I'll think about it."

"Ah…" he sighed in relief, "That's all I ask."

"Yeah but…"

"I'm sorry. Who are you again?" Hokestar asked, starting to grow annoyed with the girls' constant interruptions of his sch-plans, "Who among you is capable of saving the universe?"

"Why I and...OOOH!" Makoto growled angrily as she grabbed Solid Plugg and tossed him high into the air.

"...I'm okay!" he shouted, landing and crashing through a building complex.

"...Come on, Ben. Lets go…" Tsubaki spoke as she began to leave, a still angry Makoto following her.

Ben walked off as Solid Plugg walked back, "How'd it go, professor? Did you get him?" he asked.

"Patience…" he smirked, "He'll come around…"

* * *

"Ohh! That guy…!" Makoto fumed before mimicking what Hokestar said in a mocking tone, "'Who amongst you is capable of saving the universe?' Oh that guy is lucky I'm on duty or he'd be sent right back into space via Big Bang Smash Airlines!"

"Makoto, remember. We're in the time _before_...um...the you-know-what," Tsubaki reminded, glancing at Ben, "_That_ hasn't happened, meaning there's no Seithr. No Seithr means no Distortions and no Astrals."

"I know, but still!"

"Distortions? Astrals?" Ben asked, looking up from the toy.

"Incredibly powerful attacks," Tsubaki explained, "Distortions are capable of causing quite a bit of damage to the opponent while an Astral…"

"Think of them like one hit KO's," Makoto finished.

"Okay...one to the future's pro list." Ben smiled, "Still a lot more cons though." he argued before taking out his badge, "Hey, Rook, you still at your computer?"

=Of course. I just finished the 100th page of my study guide…=

"I need you to look up a Profesor Blarney T. Hokestar,"

=Certainly= he replied happily, =Let's see...Professor Blarney T. Hokestar, an intergalactic Flim Flam man. The Plumbers don't consider him a threat, at worst he is very annoying, and has a few restraining orders from Galactic celebrities, all in all just a small blip in the database=

"So he's harmless?" Tsubaki asked.

=Completely. He has legitimate business licenses and there is nothing technically illegal with selling products that are faulty when you don't have ads promising anything=

"...Still, we'll call you in case something comes up," Ben stated.

=Understood...Rook out=

"So he's an annoyance to celebrities…" Makoto noted, "...Sounds like the paparazzi, only more…"

"I've been looking for you, Ben Tennyson!"

"?!" the trio tensed as they quickly turned, seeing a plant-like alien wearing...hippie clothes looking at them, "..."

"...You," the alien began as he pointed at Ben, "You're the dude that turns into different aliens, dude. Saving the universe is your thing…"

"Uh, yeah…" Ben replied before whispering to Makoto and Tsubaki, "Be careful. Floraunas are dangerous carnivores. They nearly ate my cousin when I was ten and she was eleven when a fight triggered the Omnitrix's SDM and we had to find Azmuth to fix it."

"Woah! Not me man," Ben yelped at the alien's declaration, realizing an 'ear' made of vines had been set up near them that retracted to the alien, "I care about another lifeform too much to eat them. Straight solartarian."

"What?" Ben and Makoto blinked, confused.

"He only takes in energy from photosynthesis," Tsubaki explained.

"She gets it. Name's Pax," the Floarauna introduced himself, "And I need your help freeing the poor alien Hokestar's keeping hostage."

"Whoa, whoa, whoa! He's got a hostage?" Makoto asked.

"Oh yeah! He's milking the poor thing for his so called 'Miracle Elixir' man!" Pax explained.

"D-did you say 'milking'?" Ben cringed.

"So...it's an alien animal?" Tsubaki corrected.

"Is there a difference?" Pax asked.

"Right...plant based…" Tsubaki remembered. To him, most non-plant based life forms must register the same regardless of sentient or animal, "...Still, we better head back to Hokestar's place. If he really is keeping an alien hostage, then he's violating a few laws…"

"I honestly never planned on ever seeing him again…" Ben sighed, "Alright, let's go. Don't hug…" he stopped Pax.

* * *

"Hello? Professor? You home?" Ben asked as he knocked on the door of Hokestar's place, "...Welp. Not home...we're done h-"

"Wait!" Pax exclaimed, "You can't leave! Not when a poor harmless alien is being held in a cage in there, man…"

"I'm...picking up certain colored flags…" Makoto whispered.

"Can you tell us what species the alien is?" Tsubaki asked.

"The Screegit, one of the most endangered species in the whole universe, ma'am."

"Screegit," Tsubaki muttered as she brought up the ALDB, "Okay...Native to Arburia-destroyed but rebuilt by Galvans to be Arburia II two years ago-and considered a pet to many natives. They are an endangered species and efforts to increase the populace have been put underway to aid them. The milk produced by them is highly nutritious to floral-based life and a warning to never have them exposed to a nitrogen-enriched atmosphere."

"So...it's an Alien Moo-cow?" Makoto simplified.

"In a sense," Tsubaki replied as she showed Makoto an image of an worm-like creature covered in brown fur, big eyes, a constant smile, and four stubby arms and two stubby feet with three spikes growing out of the top of its head, "But I'm concerned with the nitrogen atmosphere part. Earth's atmosphere contains nitrogen in it and I do not wish to know what will happen if it's exposed to it."

"If it's in there, then we take it, cage and all, back to base and get it on the first transport to the planet of Cannonbolts," Ben smiled.

"No don't cage it!" Pax argued, "Keeping a creature caged up is cruel, man!"

"Look we get it, Pax, but we can't let it out!" Makoto snapped, "What if this atmosphere is harmful to it...and others!?"

"We understand you care for the Screegit, but doesn't that also mean making sure it gets taken to a place it won't be hurt from simply breathing in the air?" Tsubaki asked.

"And let Hokestar continue to use and abuse it for profit? No thank you."

"Ugh...Look. First let's look and see if it's even in there." Ben spoke, "If it is, we'll take him in a safe and humane transport...and if not...dude. Go chillout, m'kay?"

'_I think I've read about a group acting like him in old history files that were able to be salvaged...a PETA, I believe,'_ Tsubaki thought.

"Okay, that's fair," Pax crossed his arms.

"I'm going to phase in and check it out," Ben sighed, cycling through his selections before slamming the Omnitrix, "And Spidermonkey...I wanted Big Chill...Alright...once more for good measure." he sighed, slapping his chest. This time he was replaced by a tall but very thin built alien who resembled a humanoid blue moth, his teeth were permanently barred and clenched, and had large green eyes. His Omnitrix symbol now resting on a black and green belt around his waist.

"Oh! A big ol' moth guy, huh? So what's he got up his exoskeleton?" Makoto asked.

"You'll...see…" Big Chill spoke as he became transparent and walked right through the door.

"..." Makoto turned her communicator on and whispered, "Hey, Ben?"

=What?=

"Don't forget to check for a license," she whispered, "Just to be safe."

=Good idea, also please keep Pax from sneaking his hand in and opening the door. His kind have stretchy powers=

***slap***

"Tsubaki's already on it," Makoto noted as Pax rubbed his hand.

"Ow...that hurt man…woman..."

On the inside, Big Chill walked around as his wings wrapped around him to form a cloak. He saw nothing illegal...gross and maybe more then he desired. He used a pencil to move a cloth covering a box of cheap glass bottles he used to put his Elixir.

"So far...it's just a mobile home." Big Chill sighed, letting out an icy mist, he then turned around and saw a machine that looked to be hooked to all the systems within, "Hello?" he blinked before touching the side, making the lights come on and a podium rise from the ground, within a glowing energy sphere was none other then the very animal he was searching for, "Guys...I found our little buddy."

=Good. Any paperwork yet?=

"Still looking for that, Makoto," Big Chill replied before tapping his emblem, "Rook?"

=Yes, Ben?=

"Look up a Floarauna by the name of Pax for me, will ya?"

=You seem to be meeting quite the colorful people today, are you not? First a Flim Flam man and now a known activist=

"Oh that's not gonna bode well for later. Anything on his file?"

=Well, he's been in Plumber jail for several well-intentioned incidents, often releasing an endangered species...but not taking into fact that said endangered species was very harmful due to the environment it was in=

"Oh boy…" Big Chill sighed, letting out another gust of icy mist, "Look. I found a Screegit. Get a transport for him, and...maybe a citation for Pax."

=One Plumber animal control team is on their way=

"Let me just check to make sure he's got some legal documentation first," Big Chill added as he began sifting through papers, "Might be easier said than done...This place reminds me a lot of that 'Guys Only' road trip I took with Dad and Grandpa when I was 13…Mom had to clean the Rustbucket with a flamethrower..." he hit another button, making tubes connect to the orb and suck in the Screegit's quills, "Oh...oh...Oh...I'm gonna…" he held a hand over his mouth, "Ah…"

=You okay?= Makoto asked.

"I spent a part of my summer on a distant relative's farm...didn't care for it then...don't care for it now…" Big Chill muttered, "Well...uh...weird thing...I think it...likes being milked...ugh...I feel sick saying that, but I think this is healthy for it...so seems Hokestar takes good care of it. Honestly thinking it's more his pet…"

=So Pax is a few heads of lettuce short…=

=I'm standing right here!=

=You were…!=

=What's going on here?!= Hokestar's voice exclaimed.

=...Oh pistachios…=

=Professor, I know this looks bad b-= Tsubaki began.

=Move a muscle and I'll vaporize all of you where y-woah!=

***BANG!***

=OH MY GOD! YOU KILLED HIM!=

"What?!" Big Chill exclaimed as he quickly phased through the wall to see what was happening...and saw only Pax' vines, "...what did you do?!"

"I-i-i-i-it was a mistake! He just jumped right out in front of me!" Hokestar freaked, holding a musket-like blaster in one of his hands, "I swear I wasn't trying to…!"

"Wait, hold on. You blasted him apart," Big Chill noted, "Yeah, he'll be fine."

"Hah?!" Makoto gawked.

"I have a Florauna form-Wildwine-and I've been blasted apart, mulched, mowed down, shredded, and even weed-whacked," Big Chill explained, "And all those times?" he motioned down, "I regenerated from all that."

"...Um...They're gone," Makoto pointed out.

"What?" Big Chill looked down to see the vines missing, "Where did they…?" a glass shattering in the other room went off, "...That was the Screegit's bubble, wasn't it?"

"Free the Screegit!" Pax' voice declared from inside Hokestar's building.

"Gh?!" Hokestar freaked as he quickly pressed something on the side, causing the door to open and show Pax about to smash the bubble the Screegit was in, "Wait don't!"

"No! Me and my friends here are free it from it's life of torment!" Pax argued.

"We're not with him!" Makoto immediately raised her hands up in protest.

"Torment?!" Hokestar exclaimed, "I would never do such a thing! If anything, I treat him like he was my own child!"

"You keep your family locked up in a cage?!" Pax snapped.

"It's for his own safety! Along with ours!"

'What kind of idiots do you take us for?!"

"Again, not with him!" Makoto quickly added.

"Do you have paperwork for the Screegit?" Tsubaki asked.

"Of course I do!" Hokestar replied, pulling out a set of papers from his lower left glove, "Keep them with me at all times if someone asks. Now please don't let that bubble break!"

"We know. Nitrogen is bad for it," Big Chill replied, "Pax, step away from the Screegit."

"No way! Keeping a living thing caged up is...is just cruel man!" Pax argued.

"Did you literally forget the part where if it gets out, bad things could happen?!" Makoto snapped.

"It's worse as long as Hokestar continues to milk it for a profit!"

"My boy, do you even know the first thing about a Screegit? It requires a daily milking to prevent infections and sickness," Hokestar explained.

"Again, what kind o-"

"Don't say it!" Makoto barked, making him flinch at the tone she used, "And again, we are not with him! In fact, he's the last person I wanna be near right now!"

"Pax...again, just calmly step away from the Screegit, and no one gets hurt…" Big Chill stated.

"Except for the Screegit!" Pax replied.

"...excuse me…" Makoto said as she walked off.

"Hey boss I'm back a-WOAH!" Plugg's voice screamed, followed by a loud crashing sound, "...I'm okay!"

"I apologize for her," Tsubaki apologized to Hokestar before glaring at Pax, "And Pax...step away from the Screegit, or else you'll be arrested for breaking and entering, along with robbery, and poaching someone's pet."

"Poaching?! I'm trying to free the Screegit, not capture and torment it!"

"...Ben, are Florauna weak to the cold by any chance?"

"Like you wouldn't believe. That, and the obvious fire," Big Chill replied before Tsubaki held up his hand, "Oh...right…" he lunged at Pax, becoming transparent.

"Huh?" Pax pondered before Big Chill phased through him...and froze him inside of a block of ice.

"Our apologies, Mr. Hokestar," Tsubaki apologized, "We received information on an illegal harboring of an endangered species. It appears that the information was false as your paperwork and containment for said species to prevent nitrogen interaction shows."

"...It is fine, young lady. To be honest…" Hokestar paused as he gave a sigh of annoyance, "You would _not_ believe how many times I've dealt with those radicals of the ETETA."

"The ETETA?"

"Extraterrestrials for The Ethical Treatment of Aliens," Hokestar explained, "I believe you have one for animals called 'PETA' here."

"Oh those guys…" Big Chill deadpanned as he turned back into Ben, "Still, we'll take Pax out and see if you can get a restraining order on him."

"Please do..." Hokestar nodded before looking at the bubble the Screegit was in, "I can't even imagine what would happen if those ETETA radicals touched one hair on my precious Screegit."

"Ugh...okay. I've calmed down a-" Makoto began as she walked back...and soon saw the block of ice that housed Pax, "...Guess he had to chill."

***WHAP!***

"Owie!" Makoto yelped as she rubbed the new bump on her head.

"No, bad Makoto. No puns on the job," Tsubaki scolded, holding a paper fan.

"Heh. Not so 'punny' now, huh?" Ben smirked at Makoto...only to get the same treatment, "Ow!"

"That goes double for you, Ben…"

"Aw come on! You're the apprentices," Ben grumbled.

"Maybe, but I'm also your tutor…" Tsubaki reminded, "...Speaking of which, after we're off duty and dinner later, you have some studying to do...same goes for you, Makoto."

"Aw come on…" both whined.

* * *

"Okay, I'll be the first to ask. How the heck did you know where the exit was?" Makoto asked as they entered Plumber HQ.

"I have a pretty good memory. Gwen always said I should've used it more often for school, but eh," Ben shrugged.

"...Eh. Fair enough," Makoto shrugged, "Not that i'm one to complain. Ended up getting lost once during a school trip, and found a hot spring...and oh god it was amazing. Not as good as a Kaka Clan owned Hot Spring from what I've heard about them, but still good."

"Caw-caw? A clan of birds I guess?"

"K-A-K-A. They're cat Beastkin," Tsubaki explained.

"They mostly live under the Hierarchical cities," Makoto added, "...Though no one has ever seen what they look like underneath those hoods of theirs...only their eyes and that cheshire cat-like grin they always have."

"Oh right. You mentioned secret villages beneath the mountain tops," Ben recalled.

"Eeyup," Makoto nodded.

"Welcome back," Rook greeted as he walked over, carrying two disc-like devices, "I have just finished making those guides you asked for, Tsubaki. And I included the English language course in Makoto's like you requested."

"Eh?"

"The scientists here had a device that let me learn how to write and speak in several languages while I was sleeping," Tsubaki explained, "Unfortunately, they then used it for parts to improve that laser they were testing on Ben. So now you will need to learn the past written language."

"Wh…"

"The report from your first day here had both Ben and a Mr. Baumann note they didn't understand anything you wrote," Tsubaki deadpanned.

"...I knew that was gonna come back to bite me in the butt," Makoto muttered.

"And don't forget that I'm in charge of making sure you take your online courses, Ben," Tsubaki continued, making Ben pause in his quiet snickering.

"...oh...right. That…" Ben muttered, "...Seriously I'm a superhero. I sho-"

"Did it ever occur to you that you might not be the only teenage hero on Earth?" Makoto asked.

"Huh?"

"I mean...there could be more out there ya know."

"...Well there was Rex, but that was more of an alternate world kind of deal," Ben replied, "...It's a long story."

"You've also been to alternate worlds...I'm not shocked." Makoto sighed.

"Well it was confusing. See in order to access them, I first need to go into this place called the Null Void...which is this empty pocket dimension which we've turned into a prison." Ben explained.

"Dimension jail. Got it."

"If you have such a thing why have you not thrown the prisoners held below in there?" Tsubaki asked.

"It was this whole thing where before in the past, the old Earth Plumbers just tossed any random alien criminal in there. It got so bad that the place is now filled with dozens of mutated and dangerous life forms, entire gangs of prisoners...and there is also some peaceful aliens who formed a society there. It's...it's just a mess in there...we formed an observation station to monitor the place a while back but...trust me...the work is not easy. Plus...we still don't know how Kevin got out of their...I mean how does a teenager escape a prison dimension?"

"How….nevermind. Questions for later…" Tsubaki sighed, "For now, studying."

"Aw man…" Ben and Makoto whined.

"No complaining you two, o-" Tsubaki began before the alarm went off, "..."

"Phew...saved by the bell...er, alarm," Makoto sighed in relief.

"Rook, what's going on?" Ben asked.

"Well...it would appear Pax has….escaped..." Rook explained, checking in with the Plumbers on the scene in the prison cells.

"WHAT?!" Makoto exclaimed.

=We are looking into it, sir! But it seems he escaped through the vents!=

"...He's going after the Screegit," Tsubaki sighed, pinching the bridge of her nose.

"Of course he is…" Ben sighed, cycling through his aliens before slamming the watch, his body flashed and became thin alien with blue scaled arms ending in three claws, his legs buckled and angled as a blue and black striped tail grew behind him. His head was now covered in a black conoid streamline helmet as spherical wheels ended on his feet, the entire alien covered in a black jumpsuit save for the green going down his chest, "Yes!" he cheered, pumping his arms up, "Ah, finally! I've been trying for XLR8 so many times!"

"This is XLR8?" Makoto asked, "Let me guess. From the name alone...super speed?"

"Yeah, baby! The fastest! My fastest alien of all! I can move so fast it feels like time stopped!" he cheered, blurring around and picking the girls up, "Race ya, Rook!"

"What the…" Tsubaki began before yelping as Makoto whooped when XLR8 went off.

"Oh...male bonding!" Rook bopped his fist on his palm, "Okay!" he cheered, running for his truck.

* * *

"Next stop Undertown! Creepy back alley where Blarney T Hokestar parks his Flimflam space RV!" XLR8 cheered, skidding to a perfect stop in front of the vehicle.

"WHOO! Let's go again! Let's go again!" Makoto cackled in glee.

"Let's not ever again and say we did," Tsubaki deadpanned as she approached the vehicle and knocked on the door.

"Professor, open up! Your pet's in danger...and not just 'cause it's endangered!" XLR8 shouted, running around the vehicle and knocking along all its sides.

"...He's not responding…" Tsubaki whispered in worry.

"I'm on it!" XLR8 declared as his visor closed, he blurred off then came back with a belt and power tools, "Uh...this is gonna get...fuzzy. Try not to keep track of what I do." he warned as he blurred around the door. After stopping, it began falling apart piece by piece, each piece laid out for later to put it all back together.

"...Well it was….effective," Makoto noted before seeing Hokestar laying facedown on the floor, "Uh oh," she gasped before quickly rushing over and putting two of her fingers on his neck, "...okay phew. He's just knocked out."

"I know!" XLR8 shouted blurring off and coming back with coffee, "I got Espreso, Dark Roast, Decaf, and one Latte." he listed all the cups in his arms.

"...You are abusing this form for all it's worth while you have it, aren't you?" Tsubaki deadpanned.

"Oh you should have seen me when I was ten and eleven! Those bullies never saw it coming…" he smirked before hiding his face behind his visor at the look he was being given, "Professor...Coffee...sweet sweet coffee...come on. Everyone needs a cup." he said lifting a cup up to his nose as the alien began sniffing it subconsciously.

"...Good morning~~~~!" Hokestar beamed as he shot up, grabbing the coffee before sipping it, "Mmm...nothing beats a nice cup of coffee in the m….AHH! MY SCREEGIT!"

"How did you know that would work?" Tsubaki asked.

"You kidding me? Everyone needs coffee in this world!" XLR8 laughed, "Name one adult who doesn't need a mug in the morning?"

"Makoto."

"Aw come on! Wh-" Makoto began.

"You had one sip one morning, and you went on a pranking spree on every single senior in school," Tsubaki shot Makoto a deadpanned look, "Especially those three girls that tried to slap you before during your first year."

"...I blanked out after I saw them tear up that poem Noel worked so hard on," Makoto admitted.

"You need a second?" XLR8 asked, "Okay second done! Professor! Your Screegit's gone, we'll find him, and you put him in a containment thingamajig! We're counting on you!"

"Of-of-of course! I will get right on it! Fortunately, I keep a spare in case of emergencies," Hokestar replied as he scurried off, "And make sure to have something to suck out the nitrogen when you contain him. And make sure you have one big enough!"

"...Big enough?" Makoto repeated.

"Good. Easy to find!" XLR8 said, grabbing the girls again.

"Oh n…" Tsubaki began before screaming as Makoto cheered again when XLR8 went off.

* * *

On the surface, people screamed as they fled from thee Screegit...only it had a HUGE change to it. Its now large gangly arms helped move it around as it drooled, its spit melting anything it came into contact with. XLR8 skidded to a halt several dozen meters away.

"Whoa...We're gonna need a bigger container," XLR8 noted.

"Uh...ya think?!" Makoto exclaimed before noticing Pax nearby, "...YOU!"

"I just don't understand man...this only happens in nitrogen atmospheres...don't humans breathe oxygen? It's just c-ACK!" he cried as he was tackled to the ground and then pummeled.

"Down girl down!" XLR8 yelped as he and Tsubaki tried prying Makoto off of Pax, the squirrel girl currently strangling him by his neck.

"What was that for man...uh...Woman…" Pax groaned as his face healed.

"You idiot! Earth's atmosphere has Nitrogen!" XLR8 shouted, "We have tons of stuff in our atmosphere!"

"Well why didn't you say so man…?"

"We did! _Several times_!" Makoto snarled.

"I'm starting to think the only reason you get arrested is because you're ten levels of stupid…" XLR8 slumped his shoulders.

"...Please. Just stop it...without hurting it," Pax begged.

"Wait. They're herbivores, right?" XLR8 asked.

"Uh yeah...whoa!?" Pax cried as he was dragged off.

"Hey Screegit, yummy num-nums!" XLR8 shouted, holding Pax up over his head.

"H-hey! Wh-" Pax began before the Screegit bit his head off, only for it to regrow, "Not cool man!"

The Screegit seemed to make a rumbling noise before it spat out the head it ate, which soon melted from the acidic spit.

"Huh...you must not be in season," XLR8 spoke before they yelped and ran off, leading the giant Screegit down the road.

"More like his brain is rotten," Makoto deadpanned.

"I'm not gonna be able to sleep well tonight," Tsubaki muttered, having seen that event.

"Okay, I'll see if I can lift and move him as Humungousaur!" XLR8 declared slapping his Omnitrix. In a flash of light he was replaced by a large orange furred creature with large arms hunched forward like a gorilla, his face devoid of eyes, as the Omnitrix turned into a green dog collar around his neck.

"...Why are you a Vulpamancer?" Pax blinked.

"Rrr…" the new form named Wildmutt groaned slapping his face, "Rah!" he growled, pointing to his back.

"...I don't ride a fellow being," Pax denied as he crossed his arms, "It's degrading."

Wildmutt groaned before grabbing him and forcibly putting him on his back before running down the street towards the girls.

"This is not right man!"

"I'm really getting tired of this guy…" Makoto groaned before tensing just as the Screegit crashed through the train tracks, "...Oh, that's not good…"

Tsubaki called HQ, "I need someone to shut down all the trains in Bellwood in our area. We have an overhead set of tracks down."

=We are on it, but we think one train is already on route in that direction=

"He's right!" Makoto panicked, hearing one on its way now.

Tsubaki groaned as she grabbed Makoto's and called Ben, "Ben, we have a downed overhead and a train is heading straight for it." growling went off from the communicator, "Oh no! You're not blaming us! The Screegit just did it following you! Get back here and help! Makoto and I can take Pax to use as a distraction."

"Wait, we're gonna what?" Makoto asked.

"RAH!" Wildmutt roared, landing behind them, the Omnitrix timed out just then returning him to Ben who groaned to hold up the very large Pax on his shoulders, "Ah! Dude...are those keys in your pockets?"

"Sorry…" Pax apologized as he got off.

"Ugh…" Ben groaned as he got up and looked at the broken bridge, "...Okay. Need something big," he quickly went through his selection of Aliens before pressing down on the symbol, changing him into a small red imp-like alien in a black and green aviator's outfit, "...Juryrigg?! How does this help anybody?!" he complained as he pressed on the symbol, changing him once more "...Greymatter?! Seriously?!" he pressed down on the symbol again, changing him once more into an inch-tall metallic alien with green insect wings and a single green optic, "...Nanomech?! Grr...come on already!"

With another press, Bloxx took his place, "Okay. This I can work with." With that, Blox stretched himself up as he stretched his arms and legs to the side and connected the two sides of the bridge, transforming himself into a replacement track, "Oh this is gonna hurt…" he groaned as he could see the oncoming train; he then cried in pain as the heavy train drove over him.

"Okay. So what's the plan for making him cute again?" Makoto asked, using Pax as a sort of shield from the acid spit given he regenerated each time.

"If I remember what I read correctly, a Screegit grows when in contact with nitrogen. If we seal him up in a dome and vacuum the air in it out, he'll shrink down to normal size," Tsubaki explained.

"Where do we find a dome big enough?" Makoto asked.

"I'm back!" Bloxx shouted, swinging in and landing beside them.

"..."

"..."

"...What?" he blinked, "Oh I'm gonna get hurt again, aren't I?"

* * *

"...I shouldn't have asked…" Bloxx groaned.

=Just be sure to block its path and prepare to trap it once its distracted= Tsubaki stated =A Segmentisapian is capable of creating an airtight shell using its body, which is perfect for the situation at hand=

=Just don't hurt it! Remember, innocent creature!= Pax added in the background.

=One you let out, idiot!= Makoto barked.

"Look, you can turn Pax into a Cobb Salad after we've saved the little guy," Bloxx spoke, using his arms to walk across buildings, "Alright. I'll cut him off. I'll yell when I've caught him in the dome." he groaned while jumping ahead of the Screegit, "Hey Droolmeister!" he shouted, forming a giant wall in its path, "That's far enough."

The Screegit's response was sending out a stream of its saliva at him, hitting two sides of the 'wall' as it started to burn.

"Ow...ow! OWOWOWOWOWWOWOWOW!" Bloxx screamed as he quickly transformed back to normal, quickly patting himself before rushing over to a nearby hydrant, tearing it out of the ground before moving into the rising water, "Ahh...that's better."

=Ben, what's taking so long?!=

"It's not like Bloxx is acid proof!" he complained, stretching his arms and swinging back after it, "If he spits me, it burns!"

=Then get physical or something! Throw a car a-OW!= Makoto yelped.

=No! As a newly deputized member of the ETETA, I cannot allow harm to come to the Screegit!=

"Pax, you and I are gonna have a long talk about why maybe working with those guys has just harmed your hippie brain..." Bloxx sighed.

=Like what's that mean?=

"Exactly. Do us all a favor and find yourself some herbal tea to chill out with," Bloxx spoke as he formed his hand into a hammer and slammed it on the Screegit's head, making it pause for a moment, "Hey wait a second...what's the worst pain in the world?" he realized as his molded his arm into a sort of cannon and began shooting at the ground in front of the Screegit.

=A splitting headache?=

"Makoto, you got kid siblings. What's the one thing they do with their toys that annoys you when you don't see them in front of your feet?" Bloxx smirked.

=Easy. Stepping on their Legos after mom t...Oh~=

"Exactly!" Bloxx smirked as he landed on a building.

The Screegit roared and charged at him only for its new walking arms to step on the bricks he fired at the ground. Their sharp corners began digging into its palms the moment he stepped on them. The Screegit stopped for a moment as its eyes began to water, it then let out a pain filled roar and fell backwards and slammed into a building. Bloxx wasted no time, jumping and expanding around the Screegit and the side of the building, binding them in a giant multi colored dome. Bloxx's head formed out of the top and extended up slightly.

"I got him! He's a fighter! OW-OW-OW!" he cried as the Screegit tried to escape, "Professor, now!"

"On my way, my boy!" Hokestar shouted as he ran into the area, panting a bit, "Just...need to catch my b-" he coughed as Makoto and Tsubaki made it back with Pax tossed down and landing upside down on his head.

"Any day now! I can't hold it back much longer!" Bloxx snapped, grunting in pain as the Screegit tried to break free.

"Here let me!" Makoto shouted, grabbing the nozzle and jamming it into a cross section of blocks as Professor Hokestar turned it on and vacuumed the air out of the pocket.

After a while, the growls could be heard diminishing in volume and octave. After a few good minutes to be sure, Bloxx deconstructed to his normal form. Hokestar quickly placed the Screegit in another containment bubble as it returned to its adorable former appearance and yawned before passing out in a nice nap.

"Still ow…" Bloxx complained as parts of his body sizzled.

"Oh you're fine…" Makoto muttered.

"Okay, my precious little boy, let's get you home a-" Hokestar began as he lifted the bubble up..only for Pax to snatch it.

"No! Free the Screegit! Free the Screegit!" Pax screamed as he ran.

"...Tsubaki, is it considered police brutality if the person running is an escapee...and an idiot?" Makoto asked once Tsubaki walked into the area, the Beastkin's eye twitching violently.

"So long as it doesn't require medical assistance, then...No, no it is not," Tsubaki replied.

"...Since he's a regenerator, good…" Makoto replied, cracking her knuckles as she bolted after Pax, "GET BACK HERE!"

"Free the Scr-AHH!"

* * *

"Go ahead! Lock me...ow...up again," Pax groaned, covered in bruises as some Plumbers carried him off, "Then I can feel how my brethren and sisteren feel after you stole their freedom!"

"Your pet, sir," Tsubaki handed the contained Screegit back to Hokestar, "Please, do be more careful...and maybe add a defense for aliens like Pax that can perform infiltration for your Screegit so it doesn't lose its container once more."

"After what happened today, I'm considering it," Hokestar huffed, "Still, thank you so much for helping and for asking if I had paperwork for having him. Most tend to not ask and simply react."

"Ya know...now that I've spent some time thinking on it, any chance I could buy some bottles of that elixer you sell?" Ben asked, earning looks from Makoto and Tsubaki, "What? You saw what it did with that guy and what the little guy's milk does for plants. I'm hoping to give them to mom for her garden."

"Huh...that's a good point, if you sell that elixir as a gardening remedy...you could rake in some cash," Makoto realized as Hokestar's eyes turned into stars.

"You never thought of that, did you?" Ben realized.

"No I have not and thank you thank you THANK YOU for such a brilliant idea!" Hokestar beamed.

"Well business ideas aside, we'll need to up Pax's security cell," Tsubaki changed the subject, "When asked how he escaped, he just said: 'The Universe provided a way,' and then explained the vent in his cell was blown open suddenly."

"That doesn't sound right…" Ben muttered.

In the distance, the green skinned alien hummed as he lowered his scope, "You impress my Tennyson, but I had hoped you'd use a more...telling tactic, but now I know more of how you fight. I may not have a Skreegit pelt...but this boon was worth it." he chuckled as his dog growled, "Soon, old friend...soon you will get your chance."

* * *

"Okay...I'll admit that this has its advantages," Tsubaki admitted as Greymatter smirked as he leaned against the monitor, showing perfect scores.

"You should not have bet him of using your paycheck for smoothies if he had a way to pass his online stuff in an hour," Makoto noted, "Only three days now and I already figured that out."

"I could have gone easy on ya and used Brainstorm instead...but go big or go home," Greymatter laughed dusting his bodysuit's chest in pride.

"How many smart aliens do you even have?" Makoto asked.

"I don't know for sure. For now, Greymatter and Brainstorm are my smartest aliens with Jurryrigg an odd third...in that he can build the fancy things...but not explain how," he smirked.

"Huh...cool," Makoto noted.

"And best of all, no fear from you having to tutor me in online courses," Greymatter chuckled turning a pencil into a walking stick which he twirled around.

"Hey, Ben?"

"What?"

"How's Julie?" Makoto 'innocently' asked.

"..." Greymatter fell over with wide eyes before scrambling, "Gah! I need to figure out her number!"

"If she doesn't answer, then she MUST be livid with you about something you did," Makoto deadpanned.

"But what?! What could I h-" Greymatter began before it slowly dawned on him when he spotted his new action figure, "...Sumo Slammers…"

"Is _now_ really the time for anime?" Makoto questioned.

"Oh...She already called…" Greymatter groaned as he facepalmed, "Right as I was on the last level of a Sumo Slammers fighting game that I just got."

"...You didn't," Makoto gawked.

"I did to my shame…" Greymatter groaned once more.

"...Makoto, what did he do?"

"From what I can guess? He played it while answering the phone without knowing who it was and focused more on his game and is a vocal gamer," Makoto noted.

"Stupid!" Greymatter exclaimed as he bashed his face in with his pencil-cane over and over again before sighing in a depression, "Well, I know the flavor for the smoothie Tsubaki's buying…" he hopped off the desk and changed back to a slumped Ben, "If you need me, I'll...I'll go to the truck and wait for you two as I fully come to understand I got dumped over a game and not redialing immediately."

"...I should've kept my mouth shut…" Makoto whispered to herself as Ben walked out, her ears drooping.

"More than likely, yes," Tsubaki agreed, "The important thing is to just be there for him like we were for you involving…"

"We agreed to never speak of that guy ever again," Makoto frowned.

"My apologies...my point is, it's best to be there for him...as his friend."

"...His friend…" Makoto whispered as she stood up, "You go get ready. I'm gonna go chat with him and try to cheer him up."

Tsubaki nodded as Makoto walked out of the room. Once Makoto was out of hearing distance, she pulled her communicator out, "Rook, I have a proposal for a side project."

=Oh?=

"Yes...I want you to look up any teenage superheroes living here on Earth."

=Teenage Superheroes…?= he questioned, =Wait. Oh I understand. This is a recruitment program! We are recruiting young capable champions of Earth to join the Plumbers much like yourselves!=

"No, no...well...maybe," Tsubaki replied, "If anything were to happen to Ben and the Plumbers are unavailable...we might need some extra back up."

=We shall need the proper forms, and paperwork, and Much MUCH research!=

"Oh my. I think I've lost him…" Tsubaki blinked.

* * *

_SZ:...Oh this fic is gonna be fun~_

_GT: Indeed. This will be quite nuts._

_Z0: We've already established we are having too much fun._

_GT: I just love how things go like this, ne?_

_Z0: Agreed! We are full force into this fic! TO ZE NEXT CHAPTER!_

_GT: Onwards! ...Oh, wait. *looks over at a cage, containing a panting exhausted TKO* Better? *TKO holds up a hand. Blinks twice and looks up* There's something on the ceiling?_

_SZ:...oh no…._

_GT: Oh, is it a word game? One syllable? One word? Eh, I'll figure it out in the authors notes next chapter. Onwards!_


	4. It Was Them

_SZ: *skids in* time for next chapter!_

_GT: *in a fight cloud with TKO* WHY YOU LITTLE STINKER! I AM SO TELLING YOUR MOTHER ABOUT WHAT YOU DID!_

_SZ;...ignore that. Anyway...time for today's epi...hoo boy…_

_Makoto: *pokes head in* Why? Wh…*sees the script*...I NEED AN ADULT!_

_GT: *pokes head out, sporting a black eye* You are an adult! Well, you're an adult in your sixteen-year-old body, but still counts! *head gets grabbed by a hand crackling with purple energy before being pulled back into the cloud* HAVE AT THEE, LEVEL 0.1!_

_SZ: ...We don't own anything aside from original content…_

_Z0: Begin! *flies up as smoke and fire before dive bombing down into the fight cloud, causing a huge explosion*_

* * *

"Yo, Tsubaki! Me and Rook are heading on a drive-thru run. You want anything?" Ben asked as he and Rook walked past a computer where their friend was currently sifting through all the data Rook gathered the other day.

"I am very interested in this Double Bacon Western Cheeseburger. From what I hear, it is quite unhealthy...but delectable." Rook smiled.

"...Thanks, but no thanks," Tsubaki replied as she focused on the screen, "I'm doing a bit of research right now...see if Makoto wants to come along."

"Right. Where is she anyway?" Ben asked.

* * *

"Let me get this straight. You want us to waste valuable time to make a weapon that will let you punch giant fists of energy at your enemies?" Driba asked as Makoto barged into their lab with a request for a crazy new weapon.

"Uh-huh." she nodded her head.

"It can't be done. In order to make such a device, it would take more energy than is available in a regular Plumber ion cannon!"

"It can be done!" Blukic replied, lifting a welding mask as he stopped what he was doing, "We'd just need to take an old blaster and recycle its energy core then adapt it into a gauntlet that fires hard light projections."

"That's stupid and we can't do that! The last time we took apart a blaster, Magister Tennyson revoked our privileges for a month!"

"Ugh...I forgot you guys do this," Makoto groaned, "So can it be done, yes or no!? I mean to both of you in general."

"...Yes/no...maybe."

"That's the best I'm getting, it seems…" Makoto sighed before she saw Ben waving at her, "...Let me know if you come up with anything."

"If we can/can do."

"Oi…" Makoto muttered as she walked over to Ben, "What's up?"

"Me and Rook were just about to head out. Wanna come?"

"Sure. Beats trying to figure out if those two can make something to let me try to emulate my Distortions," Makoto replied with a shrug, "Blukic says they can, but Driba says they can't because of your gramps."

"To be fair, last time we tasked them with an emergency exit...they made it so only someone their size could fit…" Ben muttered, "We try not to give them too much freedom."

"Yeah...that'd be something. So why have them here again?"

"Well, they're still smarter than anyone in the tech labs," Ben shrugged, "That and they were the ones who managed to get my old Omnitrix off when I was eleven, even if it was by complete accident."

"Huh? Why'd ya wanna take it off?"

"I wanted to take a break from heroing...didn't think I needed it again until I was fifteen," he explained, "I guess...somethings just got too heavy for me back then. So I wanted to try and live a normal life for a while."

"Ahh…I see," Makoto nodded, "So...do I gotta wear the uniform or is this a break?"

"Break," Ben replied.

"Good!" Makoto beamed as she tapped her necklace, causing the suit to glow before going into it, leaving her in a pair of black shorts and an orange tee with an acorn emblem on the bust, "Let's get going! ...Wait. Where to?"

"Burger joint. Rook wants to try their Double Bacon Western Cheeseburger."

"I believe you Earthlings call it a…'cheat' day." Rook smiled, "Cheat on what, I do not understand, but it is an excuse to eat very unhealthy food just for the delight."

"Ooh, that sounds delicious!" Makoto grinned, "Onwards to the bacony goodness!"

"Don't go overboard!" Tsubaki shouted offscreen.

"...Fine…" Makoto pouted.

* * *

Unbeknownst to the trio, once they arrived at their location, a certain hunter was spying on them from a nearby rooftop. He watched as Ben walked over from the Burger place with several bags in hand. He handed most of them to Makoto, who quickly took them to Rook's truck. Ben stayed behind for a moment to grab some extra condiments.

"Get him," he ordered as his dog barked and rushed forward.

Its body changed as it became a giant lavender and brown skinned worm-like beast. It had a white underbelly, and its back was riddled in grey spikes ending in a pincer like set of spikes at the end of its body. Its wide beak-like mouth opened as it let louse a horrible screeching roar.

"Ahh….finally some down time," Ben sighed in relief once he rejoined the others, "You guys enjoying…"

"Done!"

"That's...that was…" Ben muttered, looking at the empty bag and wrappers around Makoto.

"Disturbing?" Rook asked.

"Impressive." Ben muttered.

"Hey. They were pretty good," Makoto shrugged, "Oh especially that Western burger. Just the right amount of BBQ sauce, and the bacon was nice and cr-" she paused as her ears twitched, "...Uh...guys?"

"...Oh no…" Ben groaned as the ground began to rumble.

The new worm monster burst from the road as its beak opened with another roar. It looked at Ben before spitting globs of acid, which hit the ground in front of them and began eating at the concrete.

"Ugh...alright…" Ben sighed while jumping out of the truck as he slapped the Omnitrix, turning into Diamondhead, "Let's make this fast, Slimey. There's a triple cheeseburger with my name on it." he declared as he aimed and began firing crystal shards at the beast.

The beast flinched a bit from the shards before burrowing into the ground, rising up to move to another part of the area just as Diamondhead fired off some more shards at it.

"...So glad my friend Noel's not here," Makoto noted.

"Why is that?" Rook asked.

"She'd pass out upon seeing this worm," Makoto noted.

"I have not seen an alien like this," Rook admitted.

"Well...Imma callin' it a Slamworm since it likes to slam things and it's a giant worm."

"WOAH!" Diamondhead freaked as he was tossed into the air, landing in Slamworm's mouth as he tried to keep it from closing, "I came here to eat lunch, not _be _lunch! Also...a little help here guys!"

"Try shooting down its mouth!" Makoto shouted

"Duh…" Diamondhead groaned as he aimed and began shooting his shards into the rotating grinders that were its throat.

Suddenly, Slamworm began shaking back and forth before tossing Diamondhead to the ground. He groaned as he got back to his feet before avoiding another strike as Slamworm kept bashing its head into the ground.

"Guess he bit off more than he could chew." Diamondhead smirked, putting his hands on his hips, "Hahaha…" he chuckled.

"That joke was rock solid, Ben!" Makoto snickered.

"Thanks!" Diamondhead beamed before noticing Slamworm about to tunnel back down, "...Nuh-uh. You're not goin' anywhere pal." he slammed his fist into the ground, sending out a wave of crystals at the beast before surrounding it, "Ha! Gotcha!"

"Okay! Now g-" Makoto began before her ears twitched, "...There's that whistling again…"

"Whistling?" Rook repeated before Slamworm fired some slime at Diamondhead, who quickly made a shield of crystal to block it.

"...Okay. First off; that was gross. Second.." Diamondhead began as he looked past the shield...and saw no sight of Slamworm anywhere, "...well that was just rude..." He muttered as he changed back into Ben, "Seriously...that was odd. It's like I'm a target for monsters lately...and I thought Japan had problems with giant monsters."

"It must have belonged to the guy with a Buglizard and Crabdozer," Makoto noted.

"...It had a collar?"

"It had a collar," Makoto confirmed.

"...Who do you think is behind these attacks?" Rook pondered.

"...wait. There's only one guy who does the whole mutant animal Schtick...Dr. Animo," Ben realized.

"Who?" Makoto blinked.

"Animo. This creepy scientist guy who's been bothering me since I was 10!" Ben exclaimed, "He has this thing about making freaky mutant animals to fight for him. Frogs, Bats, Prairie Dogs... You name it, he's made it a mutant monster that tried to eat me."

"...I am not familiar with this nutball of which you speak, but a Dr. Animo is locked up at Plumber Headquarters," Rook stated.

"...We're heading back to HQ, aren't we?" Makoto asked.

"Hya Rook!" Ben cheered pointing forward.

"Of course...and on a day off, too…" Makoto muttered.

* * *

"So you think this Animo guy has been sending crazy alien predators on you from within his cell here?" Makoto asked.

"Yeah. He's...got some control over animals. He learned it from another...D-List enemy of mine." Ben explained, "He then mutates them with his Evolution ray which he wears on his head...and...looks like a cauldron."

"...And how's he gonna react to me when he sees...well…" Makoto paused as she pointed ot her tail and ears, "These?"

"Uh….I kinda don't want to think about it," Ben admitted as they passed Blukic and Driba who who were working on the computer system, only for Driba to end up electrocuted for a good few seconds, "Hey guys." he waved to the Galvan, "But I know he's gotta be behind all this. he always is."

"I find this hard to believe he seems more like a wild eccentric then major threat." Rook argued.

"Well, yeah. But he's a recurring eccentric." Ben added, "Ever since I was ten years old."

* * *

-flashback-

"_Curse you, Ben Tennyson! Curse you and your meddling ways!"_ _Animo shook his fist at a ten year old Ben, who stood over a defeated mutated kangaroo._

_-time skip-_

"_You haven't seen the last of me, Ben Tennyson!" Animo growled as Ben defeated a mutated bullfrog...and uprooting most of a forest._

_-time skip-_

"_I'll get you if it's the last thing I do, Ben Tennyson!" Animo rubbed his neck as Ben smirked, having defeated Animo's mutated snail...at the cost of a few city blocks. _

_-end flashback-_

* * *

"Pfft! He...he really said that?!" Makoto snickered.

"Eh...After the 15th win, I stopped paying attention to all his 'Curse You, Ben Tennyson' speeches." Ben admitted.

"...Now I'm mixed on 'should I be afraid of this guy because I'm a Beastkin?' and 'Oh this guy just screams Saturday morning cartoon villain!'" Makoto admitted as she laughed a bit.

"Here is his cell," Rook spoke as Tsubaki was already waiting for them.

"So...Ben has a nemesis who has bothered him since childhood… Why am I not surprised?" Tsubaki sighed.

"Hey...I was adorable." Ben pouted, "It's Animo's fault for having his schemes ended by a ten year old. I mean...I timed out before I could really punch him and had to improvise on how to stop him most of the time."

"...Regardless, if he's capable of mutating living creatures, it's best not to underestimate him," Tsubaki advised.

"Open it up." Ben sighed.

Tsubaki nodded, moving her badge over the pad before the cell door opened...revealing a room full of stuffed animals.

"...See? What did I tell ya? Guy's cuckoo crazy."

"Did...he...rip apart a bunch of fluffy animals to make...creepy frankenstein's monster's?" Makoto asked, "...That's freaky."

"Yes, seemingly harmless," Rook said as he looked around before noticing a small trail of ants on the floor.

"Yeah...Know what I don't see however? Animo!" Ben waved his arms, "Guy with _green skin_ and an _exposed brain_...would be kinda hard to miss!"

"I'm sorry, exposed what?" Makoto asked.

"Weird thing...after losing the super body he gained in the Null Void, he did some experiments to boost his animal control power...resulted in his brain being exposed and visible via glass dome." Ben explained.

"...Ew~" Makoto gagged.

"...Still, where exactly is he?" Tsubaki pondere before noticing the ants.

"...Okay. Why are you guys looking at ants?...wait. Why are ants even in here?"

"Ants are native to this planet and normally live underground," Rook explained as he examined the ants.

"Yes...but not so many different species of ants moving together," Tsubaki muttered, "Fire ants, leaf cutter ants, black ants...something's wrong here…"

"...and...into the wall?" Ben asked as he pushed the toilet with his foot and moved aside to reveal a medium sized vent tunnel.

"Well that explains why there's no Animo," Makoto noted, "We got a jailbreak."

"I'm going after him," Ben sighed before ducking down and crawling through the tunnel, "Animo, it's back to your padded cell after this!"

"...Rook. You and Makoto follow Ben. I'll keep an eye out and see if Animo is somewhere on the surface," Tsubaki stated.

"Of course/got it."

* * *

"Ahh...why did it have to be a sewer?!" Makoto complained, covering her nose as the trio carefully walked through the sewers.

"These tunnels connect all over the city, he could be anywhere." Rook sighed as his ProtoTool flashed a light.

"Not anywhere…" Ben pointed to a trail of ants going down a tunnel.

"Well...Follow the Ant trail, I guess," Makoto shrugged, "So mind explaining what you meant by him being in the Null Void, Ben?"

"Yeah, I still don't know how he ended up there...and made a machine which fed him power making him super ripped...started calling himself...Devo...Deva...I don't remember," he shrugged, "Grandpa was in there for...reasons pertaining to faking his death...don't ask." he held a hand up, "He was fighting some kinda war with him for months 'till I jumped in and helped."

"...Wow. Your grandpa's pretty c-" Makoto began before the trio encountered a fire ant...a giant fire ant the size of a small car, "...AHH!"

"Oh...that is not normal…" Rook muttered.

The ant opened its jaw...and spat a fireball at them. Makoto jumped back as Rook and Ben rolled to the sides. Rook grunted as the Ant chose to attack him first and began chomping away with its sharp mandibles.

"Giant Fire breathing Fire ant...Totally Animo." Ben laughed.

"KILL IT!" Makoto shouted.

"Alright, alright." Ben sighed dialing the Omnitrix, "Let's fight fire with…" he slammed the dial down as his body turned into a multitude of vines and plant matter. Replacing Ben was an alien colored in black and olive green plant matter with red petals on his shoulder and along his head forming a fire pattern, the Omnitrix located just over his stomach, "Swampfire!" he roared as he stretched his hand and punched the ant away from Rook, "Yes! Finally for once exactly what I asked for!"

"Gh...!" Makoto pinched her nose.

"Oh uh right...sorry about that." Swampfire spoke as he rushed and kicked the ant down a path, he then crossed his arms as a fireball hit him, "Okay. So you wanna play that game, huh?" he smirked as his hands ignited with fire.

The giant fire ant shook off the attack before firing a fireball at Swampfire, only for him to roll out of the way of the attack before sending out streams of his own fire at it, causing it to screech in pain as it began to retreat.

"Oh no you don't!" Swampfire shouted as he chased after it...only to run just as more Fire Ants and Black Qnts chased after him, "Some help please!"

"Oh for…!" Makoto began before noticing more ants surrounding them, "...Well...this is a fine pickle."

"Pickle? These are giant ants," Rook corrected.

"This is gonna get old." Swampfire groaned as he grabbed several pods from his arm and tossed them into the ground.

After a few moments, vines burst from the ground and surrounded them, keeping the ants from getting any closer. He then swung his arms out and sent blasts of fire, igniting the vines around them and making the ants back off. Swampfire then flashed back to Ben, who rotated his alien roster once more; and with another flash, he was replaced by Big Chill.

"Okay. So Fire didn't work...Let's try ice," he spoke before unfolding his wings and floating up, he then unleashed a gust of icy wind as he spun around and froze all the ants surrounding them and put out the fire barrier he put around them, "They...are taken care of, right?" he asked as Rook tapped one, making it shatter.

"Very taken care of," Rook nodded.

"Good..now l-" Big Chill began before noticing more ants, "...Oh for…"

"Take another look," Makoto spoke, making him blink before they noticed the ants walking away, "Whoever's controlling them-betcha it's this Animo guy-is probably calling them back to the 'colony'."

"Colony?" Big Chill repeated.

"That is what a large cluster of ants reside in. They often take the form of mounds of dirt, sand, or even gravel," Rook explained.

"...Might as well follow them," Makoto suggested, "It could lead us to Animo...or better yet..."

* * *

"We could ride on one!" Makoto declared, the trio riding on top of one of the ants carrying some equipment.

"You want to explain why this was a good idea!?" Ben complained.

"Simple. We ride it until we get to the entrance of the colony, sneak in, find this Animo guy, and bam! Knock him out and return him to his cell in time for dinner!"

"Any idea where we currently are?" Rook asked into his badge.

=It seems you are leaving the city limits, heading towards the desert= Tsubaki answered =Also, Makoto...Why did Blukic come in here earlier asking for how long your arms are in centimeters?=

"Oh that? I was asking if he and Driba can make something so I can use my Distortions in a way again," Makoto answered.

=Makoto, are you _trying_ to cause a Butterfly Effect?! Do I have to worry about a second coming of...um...the you-know-what before the first one even shows up?!=

"...Ohh…." Makoto paled at that, "Uh...No, no, no! Hard-light tech. No Seithr, Tsubaki! Honest!"

=...You better not be lying, Makoto…= TSubaki frowned as she cut communications on her end.

"Heh...and you rip on _me_ for making stupid ideas," Ben smirked at Makoto.

"Aw, shut it," Makoto pouted before looking at Rook, "Hey, Rook. How do ya know so much 'bout ants, anyway? Did you have a ton back home?"

"Not really," Rook replied, "When I learned I was coming to Earth, I read a fascinating guide book by Myrzel of Valdus Prime. He explained that ants are the dominant life-form on your planet."

"...You're kidding us," Ben deadpanned.

"Well, ants do outnumber humans here nearly 200,000 to 1 and are found on every continent except 'Ant'arctica, ironically," Rook replied.

"Heh-heh..._Ant_arctica…" Makoto giggled just as the ant they were riding on got outside, "Now...let's see how…" she began as she looked ahead...seeing the skyscraper sized anthill in the distance, "...Welp. That doesn't scream 'Hey. I'm the bad guy hiding right here.'"

"Yup," Ben agreed, "...And I'm guessing there's no doorbell, so…"

"Wait," Rook spoke, holding his hand up just before Ben could activate the Omnitrix, "I have an idea."

"...Huh?"

* * *

"...This better be mud…" Ben muttered as he was covered in a green-ish goop-like substance.

"Not mud...Pheromone," Rook explained as he began to cover himself in the stuff, "Ants instinctively attack any intruder. With these secretions, we'll smell like members of the colony."

"Ugh...It reeks," Makoto grumbled, a clothespin over her nose.

"...If you smeared us with ant goop for nothing...we're gonna have some problems, man…" Ben frowned as he shot Rook a stink eye.

With that the trio, just walked around the ants and up to the main entrance. A larger brown ant with sharper fangs and horns walked up to them making them jump in shock. It sniffed the air around them for a moment before backing away and letting them pass.

"...You got lucky," Ben whispered to Rook as they walked inside.

"Let's just find Animo already…" Makoto muttered, "I'm gonna have to wash my tail twice just to get the stench out of…"

"Yes, my pets...Build! Construct! Grow!" a voice dramatically declared.

"...That him?"

"Yeah…" Ben sighed as he walked and climbed the steps to the platform, "Dr. Animo!" he called out, grabbing the attention of the mad scientist.

"?!" Animo tensed as he turned, "Ben Tennyson!"

Makoto cringed in disgust. Like Ben had said; the top half of his skull was replaced with a green-tinted glass case, exposing his brain to plain sight. His skin was a sickly shade of green while he had long white hair, red goggles covering his eyes, and a dark-blue lab coat-like suit with black fingerless gloves, combat boots, and green antennae that seemed to be connected to his brain.

"Okay. First off, what's the deal with sending freaky mutant aliens after me?" Ben demanded.

"...Mutant aliens?" Animo repeated, "I don't know what you're talking about! ….To be honest, I wasn't planning on eliminating you until Phase 2."

"He does plans with multiple phases? Yeesh, he _is_ a Saturday morning bad guy," Makoto muttered, "Next he's gonna totally blab his pl-"

"As for my plan...Did you know there are quadrillion ants living here on earth, each continent housing different kinds...except for _Ant_artica?"

"Actually...I did…" Ben mutered, shooting a look at Rook.

"The device before you generates a mutagenic pulse! It will turn every ant on the planet much like my pets here with me, Dr. Animo, as their king!" Animo declared, "The world will be my ant farm!"

"Oh gross…" Makoto shuddered in disgust.

"Quiet you…" Dr. Animo began before blinking twice, "..." he pulled up his goggles, blinked twice, and covered his eyes again, "...Are...Are you half human half squirrel alien or half normal squirrel?"

"Um...Half human half normal squirrel…" Makoto wearily answered.

"Oh my goodness! That is a wonder of science…" he awed.

"Should I add in another charge?" Rook asked.

"Oh, grow up, ya brats! I'm not _that_ type of interested!" Animo snapped as he shook his fist, "Ben, who are these two anyway? They aren't your normal entourage?"

"New partner and apprentice," Ben replied.

"Oh, has Gwen went off to college already?" he asked.

"Early admission." Ben nodded.

"Good for her. A smart girl," Animo noted before looking at the two, "Though truly? _You_ have an apprentice? I feel sorry for which one of them is the apprentice."

"Hey!" Ben complained.

"I'm sorry, but it's clear you are rather hot headed..." Animo muttered.

"Ah come on!" Ben complained.

"Now then...as much as I like to play catch up, I must proceed with my plan into becoming the Ant King!"

"Actually ants are lead by a queen rather than a king," Rook interjected.

"Yes, well I am not a queen type…" Animo countered.

"You have a robo-ant suit with extra arms, don't ya?" Ben sighed.

"...Nooo…" Animo replied slowly, looking away from them.

"...This is not your guy," Rook noted, seeing how Animo's schemes tended to go now.

"Ya think?" Ben deadpanned.

* * *

Outside the complex, the alien looked down at the tracks Ben's sneaker left. He looked forward before patting his dogs head, "Flush him out." he ordered.

* * *

"Look, Dr. Animo...I will be the first to admit an army of giant ants...is pretty cool," Ben admitted, "But come on. You know how this is gonna go: you sic mutant animal, I go alien, stop you in an ironic manner...and you're back in your cell by dinner time."

"Wait, really?" Makoto asked with a raised brow, "That explains why he's got a plaque above that cell with his name on it."

"Yeah...ahem. Anyway, me and my p-" Ben began.

"That is a Kormite Power core…" Rook muttered, looking on at a lone ant that was carrying some equipment.

"...Uh Rook…?"

"Keep chatting. I got this," Rook waved off as he walked off.

"...Well that was rude," Makoto muttered, "...I think you're rubbing off on him."

"Wait, ME?! You're the one who ignores orders," Ben frowned.

"Oh, and like you haven't?" Makoto countered.

"Oh for…" Ben groaned before turning back to Animo, "How about this? We just beat up Animo then argue later?"

"...Deal," Makoto gave a thumbs up in response.

"Good. Anyway, let's smash this picnic."

"Do your worst, Ben Tennyson! Nothing can stop me!" Amino gloated as he laughed, pressing a button on the console behind him as the metal poles slid and grew upwards while it began to spark with red electricity.

"Okay, I'm burning this place down. Come on, NRG," Ben spoke, dialing the Omnitrix before slamming it down.

Makoto closed her eyes from the green flash before blinking and seeing Rath in his place, "Must have spun it too far or not far enough."

"AH! Lemme tell you something, new Omnitrix that keeps turning me into the wrong thing! YOU KEEP TURNING RATH INTO THE WRONG THING!" he roared before extending his claw and stabbing an ant that lunged at them, "Ah fine...Rath is better anyway!" he roared, kicking the giant soldier ant away before rushing Animo, "Lemme tell ya something, Dr. Animo, Rath is gonna kick your butt all over this mountain you made out of an ant hill!"

"Come to me, my ant army!" Animo declared as his goggles and brain glowed, "Destroy Ben Tennyson and capture the girl!"

"Ew~! His brain glows?!" Makoto exclaimed in disgust before spinning around and punching an ant that tried to attack her from behind, "Also...wait. Did he say 'capture the girl?!'"

"I did!" Animo exclaimed, "You are a fascinating one of a kind specimen worth my personal study."

"...I NEED AN ADULT!" Makoto freaked.

"Oh get over it! It's just the wording!" he shook his hand, realizing where her train of thought was going, "Frankly, you are far too young for me, and that is just creepy."

"The wording alone was just creepy!" Makoto argued.

"Shut up and punch something, Makoto Nanaya!" Rath roared while piledriving an ant onto another ant.

"...Know what? Fine...a bit peeved my day off got interrupted, so,.." Makoto began as she cracked her knuckles, "Time to use some ants to vent!"

"I doubt…" Animo began before Makoto punched an Ant, sending it flying and hitting against a wall, "That...was a big splatter...so...Squirrel powers and super strength...fascinating…"

"Rawrg!" Rath roared as he punched another Ant.

"You may be powerful, but in sufficient numbers, Ants can bring down _any_ prey!" Animo declared.

"Lemme tell you something, giant mutant ants! Rath is not just any prey! You just bit off a snack bigger than your eyes can chew!" Rath roared, punching the Ants away, "Cosmic Drop!" he spun around, performing a closed fist backhand to another Ant, "Incursean Ambassador!" an Ant jumped at him, only for Rath to jump up and perform a roundhouse, "Sirius Butt-Kicking!"

"Oh? So your moves are space and star themed, too?" Makoto asked as she backfisted an ant, sending it crashing into the metal wall.

"Lemme tell ya somethin', Makoto Nanaya! Rath was naming his moves before you were born!" Rath replied as he performed a clothesline on a charging Ant, "Cosmic Clothesline!"

"Eh, true. But can they do this to a degree?" Makoto asked, winding her arm just as an Ant came charging at her, _'I know there's no Siethr, but this is still strong!' _"Sirius Jolt!" she slammed her fist hard into the ant, sending it rocketing back as it bounced around between the stone wall and metal spire, hitting a few ants in the process before crashing into the stone wall, "Whoo!"

"Huh, not bad," Rath noted before the two heard chittering and looked up, "Bummer."

"Oh gee…" Makoto gawked before a large swarm of mutated ants jumped down at them, engulfing them in a pile.

"In a few minutes, Tennyson, you'll be nothing but bones!" Animo shouted, "...Oh, but leave the girl intact my ant army! I need her alive!"

"Again, I need an adult!"

"You are an adult! ...Well technically you are near young adulthood, but still!"

"Oh, yeah? Dr. Animo, you terror of mutant...uh, mutants! Rath is gonna-Ow! Now you're asking for it, giant ants!" Rath snarled, "Rath will squash you like a bug! A giant bug! MANY GIANT BUGS!"

"Rook, some help here please!" Makoto exclaimed before a tether wrapped around her and Rath's arms before dragging them out from underneath the ant pile, "...Took you long enough." she looked at the device he had under his arm, "So what's that for?"

"A Kormite Power Core," Rook replied.

"Lemme tell ya somethin', new alien partner that I never wanted in the first place but I'm begrudgingly beginning to like in spite of myself, Rath is gonna…" Rath began before his Omnitrix timed out, "Oh that's not good."

"That's worse!" Makoto replied as she pointed at the charging swarm.

Ben, in his panic, slammed the dial of the Omnitrix just as the swarm lunged at them. A green flash shone before a figure rocketed past the swarm sending them flying away. With a whoop, the figure landed several meters between them and Animo, revealing itself to be a humanoid grasshopper-like alien with a pale-green exoskeleton, a pointed head, and a leotard made of black and green with the Omnitrix symbol on his chest.

"Hey! New alien!" the alien awed.

"...Yep. I am so glad Noellie isn't here," Makoto muttered to herself.

"Is...is this 'Noellie' afraid of arthropods?" Rook asked as he held an ant's mandibles apart to keep it from biting him.

"Unless it's a butterfly, she'll faint or scream and flee," Makoto replied as she punched another Ant.

"I wonder what I can do with this…" the new form Ben took pondered.

"It doesn't matter what you do, Ben Tennyson!" Animo declared, earning his attention to see Animo donned in a red and brown armor resembling an ant...with a pair of mechanical arms under his normal ones, "For you face the Ant King!"

"Knew it…" Ben's new form spoke, "But, really? 'Ant King?' Still might wanna work on that name," he then jumped...and cleared the distance between the platform and the very top of the anthill tower, his head crashing into the rock wall with almost no effect, "As for..._my_ name…" he grunted, digging his head out of the rock, "How about Crashhopper!"

With that, Crashhopper jumped back down, landing on a spike extending from the machine before jumping and slamming into a straight line of the ant swarm, knocking them out of his path and off the machine. His legs touched down...and pushed again, sending him tackling into Animo's armored torso and knocking him down. Animo grunted before being tackled again...and sent through the control module for his machine, tearing it asunder.

"So what does that Kormite thingy do?" Makoto asked as she punched the ant Rook was fighting with away from them.

"It may be the key to ending this," Rook replied as he picked it up and deployed his grappling hook to get up to higher ground on the machine.

"...That doesn't really answer my…" Makoto began before noticing an elevator nearby, "...And of course he would build an elevator into this thing…Saturday morning cartoon villain logic for the win."

"Woohoo!" Crashhopper cheered as he landed on Animo before jumping off his back, "Had enough, Animo? Because I'm having a _blast_!"

"Ben, Makoto! Some assistance please?!" Rook's voice shouted from above, making Crashhopper lookup.

"Corona Upper!" Makoto's voice shouted as a few ants were suddenly punched into the air before falling down below, "Hey, Rook."

"...He built a…"

"Yes, I know. He built an elevator into it."

"...Hya!" Crashhopper shouted as he jumped up to join them, landing near the two just as some ants surrounded them, "What's the plan?"

"I can set the power core to detonate," Rook answered.

"Great pl-" Crashhopper began.

"I sense a 'but' coming…" Makoto interrupted.

"But the resulting explosion will not only destroy the ants and the anthill, but us and several populated areas as well."

"Bad plan!" Crashhopper complained.

"But what if I were to re-adjust the power core's frequency to atomize just the ants?"

"Better plan!" Crashhopper and Makoto cheered.

Everyone then blinked when the elevator dingged and Animo walked out calmly, "Curse you, Ben Tennyson! Curse you and your meddling ways!"

"Told you so…" Crashhopper shrugged to the others, "Also...he built an elevator into this thing?"

"Yup," Makoto deadpanned.

"Of course I did! You think making this thing was easy?!" Animo argued, "And heaven forbid I would add stairs to this...that would be a nightmare."

"...Okay. That I'll…" Makoto began before her ears twitched, hearing a growling sound, "...Please tell me that was someone's stomach."

Everyone turned to see the alien dog land in its true form before them. It growled as it glared at Crashhopper.

"Mutant dogs, too?" Crashhopper complained, "One theme at a time Animo!"

"...Ben, look," Makoto whispered to Crashhopper, earning his attention as she pointed at a familiar collar around its neck.

"...That collar ag-"

"That's not one of mine," Animo spoke before much to his and the trio's surprise, the dog transformed into something large and massive.

The new creature was a giant fat grey-skinned alien with stubby legs and arms. It had a rounded head with a large mouth as its tongue extended outward with its roar. Pink sacks of some alien goo covered its entire body, over its back, chest, and three around its neck.

"...Ooh~ But it soon will be!" Animo smirked upon seeing that.

"It...changed…" Rook muttered.

"Ben...I think I know why all those aliens that came after you had the same collar…" Makoto whispered in realization, "...They're all the same one!"

"Aw man~" Crashhopper complained.

"Obey me!" Animo shouted while putting his hands up to his head. His telepathic ability gained the alien monster's attention...and resulted in it charging at him, "Oh no…" he panicked, running for the elevator, only for the beast crash into him and the wall...demolishing the elevator and leaving Animo buried into the rubble, "...ow…"

"What do you think was gonna happen?!" Makoto shouted before tensing as the monster's attention turned back towards the trio, mainly staring at Crashhopper.

"I'll handle ugly!" Crashhopper shouted, rushing as he slammed and tackled the creature from behind several times...only to bounce off its thick hide, "Big boy...is built thick…" he grumbled before jumping around a swipe of its arm.

"...What if…" Makoto muttered before Crashhopper tried to jump towards the monster again, only to end up trapped in one of it's pink sacks, "...Oh, I just realized something….I think that dog...thing changed into a predator for your new alien's species!"

"A little late, don't ya think?!" Crashhopper complained as he tried to free himself from the sack, only for his arms to sink into the slime-like substance, "...uh, Rook...partner, a little help here please?!"

"Gladly partner!" Rook smirked taking his prototool as it transformed to its rifle mode, "Hold still!" he ordered before firing a grappling hook that wrapped up Crashhopper before pulling him free.

"Phew...thanks," Crashhopper sighed in relief as he landed, "Now t-"

"Uh...guys?" Makoto spoke up, making them look at her as she pointed to the top of the spire, red energy beginning to form at the tip.

"...Oh that is not good," Crashhopper whispered before quickly jumping out of the way of the monster's lunge, "...Okay. This guy needs to go."

"Agreed…" Makoto muttered before taking a look at Animo, "...Hey Ben, wouldn't you say this thing is an invader?"

"Uh duh."

"And we're in an anthill...Shouldn't we let nature take its course?" Makoto asked with a grin.

"Oh!" Crashhopper realized, "Okay you guys take care of the tower, I got this!" he smirked skipping over to Animo, he then grabbed and yanked off his helmet along with the antena that extended from his brain dome. Quickly lifting his knee up, he raised the helmet before slamming it into his knee, breaking it upon impact.

Every single ant within the area stopped what they were doing, mandibles clicking as they felt whatever was controlling them gone. They then all looked at the massive monster...no...at the_ Invader_ in their colony, prompting them to leap up and pile on top of it.

"Well that didn't take too l-woah!" Makoto yelped as she was suddenly lifted up just as Rook used his grappling hook to get higher up.

Rook plugged the core into a secondary control panel before he worked like a mad man to adjust the power. Makoto went to work keeping any spare ants that now considered them threats from interrupting his work.

"Any time now, Rook!" Crashhopper panicked as more and more ants climbed up.

"I have it!" Rook cheered before pushing a lever as the energy wave suddenly changed.

A loud sound went out from the device. Suddenly, all the ants began shaking violently, several of which exploded in large fiery explosions. Crashhopper cringed as the swarm of ants covering the Alien predator began exploding...covering it in a large blast. He then gasped as he heard a familiar beeping sound. It was a time out beep...the same tone as the one from his old Omnitrix. The monster was timing out and returning to its original form. The Alien dog shook off the shock, giving Crashhopper one last growl before it ran off. Crashhopper then turned his head to see Animo running as best he could with his mechanized Ant King suit only for Rook to block his path. Rook then stood up as his ProtoTool aimed forward and locked onto him. Makoto landed right next to Crashhopper just as he timed out back to Ben.

"Aloysius James Animo," Rook recited his entire full name to get his attention for his rights.

"Ooh...He middle-named you!" Ben taunted.

"You in trouble~" Makoto added.

"Nooo…." Animo cried in defeat.

* * *

The dog whined as it walked back to its master, its head hanging in defeat.

"No, no, old friend. You did your job," he spoke, "Tennyson got lucky this time. But next time there won't be a petty mutation freak to get in our way."

* * *

Ben sighed as he sat in the Proto-TRUK as they flew back into Plumber HQ. They had Animo locked up in the back with all his tools and tech kept in a container up front with them. But during the entire flight back, something continued to bother the bearer of the Omnitrix. His key suspect in all the attacks on his life turned out to be a false lead...and now more information...only lead to more questions.

"It had...an Omnitrix…" Makoto muttered, "Only...instead of aliens…"

"It turns into predators for the ones I have…" Ben added, "It's like that thing is a Ben eating monster…"

"Yes...the Crabdozer is the predator of Pyronites...and Buglizard for Lepidopterans." Rook added, "I did think you were paranoid at first...but it is clear that someone is out to get you. Someone...very dangerous."

"Yeah…" Ben sighed, "But...how did they get an Omnitrix anyway? The only people to make them are Azmuth and Albedo…"

"Albedo?" Makoto repeated.

"Azmuth's student who was jealous of never getting recognition for his work...went crazy, made a copy Omnitrix...only his copy linked up with mine...and made him into my literal evil doppelganger," Ben sighed, "Thankfully an accident made him more...literal...his hair's white and eyes red."

"He is listed as a very dangerous person in the Plumber database, the knowledge and wisdom of a Galvan with the powers to become all the same aliens as Ben." Rook added, "He even created a more dangerous Omnitrix; the Ultimatrix."

"Yikes," Makoto cringed at that before blinking, "Wait...you said you had the Ultimatrix thingy…"

"I...forced him to give it to me," Ben shrugged.

"How?"

"Threatened to blow it up while attached to his arm," Ben smirked.

"...Wow," Makoto blinked.

"Yeah...still…" Ben paused as she sighed again, "If it's not him...who could've made that predator-infused Omnitrix?"

"Maybe someone with a vendetta against Azmuth?" Makoto guessed.

"Who though? We've already ruled out Albedo, and I doubt there's someone as smart as him out there..." Ben stated, "Ugh...this is troubling…"

"...Well, at least we stopped the nefarious Dr. Animo," Rook said, hoping to lighten the mood.

"Yeah..." Ben smiled.

"Aw...they're bonding," Animo spoke from the back of the truck.

"Shut up!" Makoto snapped at the prisoner.

"I shall get you next time, Ben Tennyson! You and your alien partner and half-human half-animal girlfriend too!"

"G-girlfriend?!" Ben and Makoto exclaimed, blushes forming in their faces, "She's not my/I'm not his girlfriend!"

"Really…?" Animo asked, "I think it'd be better to date someone in your line of work, Benjamin… It'd make life so much easier…"

"Well...yeah, but…Ugh! Are we seriously talking about this?!" Ben exclaimed.

"Well his logic is rather sound," Rook spoke.

"Just keep driving, Rook," Both of them simply replied.

* * *

_SZ: And done….sorry GT's not here. He's...busy with something at the moment._

_Z0: He working, we'll just wrap this up folks, another chapter done, Animo defeated, and the world saved from giant killer ants._

_SZ: Eeyup. As for how we had Animo act more or less in this chapter...well...he and Ben have been at it for so long within the series...uh...care to explain z0?_

_Z0: We didn't write him that differently from how he is in the show. Even Ben 10,000, *cough* Spoilers *cough* treats Animo less like a true threat and more...like a goofy ecentric nemesis. He's been around the Tennyson family for years and dealing with him has just become second nature. He's...he's like Doctor Doofenshmirtz, a threat on paper...but with how use to him they are...its more like a typical afternoon._

_SZ: Exactly. Still...this is gonna be one hell of a fun fic._

_Z0: Tune in next time as we try and keep the universe from being rebooted cause Ben failed to use Alien X the right way._

_SZ: Read and review folks!_


	5. So Long and Thanks for All the Smoothies

_SZ: Next chapter go! GT! Disclaimer! Z0! Start us off!_

_GT: Z0, you do it. Imma digging right now. *digging a trench to connect to another trench*_

_Z0: *messes around with an Omnitrix before turning into Heatblast and going supernova*_

* * *

"Hey, Tsubaki, you have a minute?" Makoto asked as she approached the redhead, wearing a white skirt with an orange tee that showed an enticing amount of cleavage.

"Hmm?" Tsubaki blinked, turning her computer on sleep mode for a moment to look at the Beastkin while wearing a teal blouse and a skirt reaching down past her knees, "Something up, Makoto?"

"You feelin' homesick?" Makoto asked, hugging her tail.

"...Of course I do. It's been nearly a month since we arrived and I can't help but be homesick, but what brought this on?"

"...It's just...I can't help but worry about what's happening with Noel and the others…" Makoto admitted as she sat down, "Do...do you think she's okay? And are our families okay?"

"I can't say…" she sighed, "I miss home, too...but what can we do exactly? It's like you said, the last time Ben turned into Clockwork, seeing you caused him to...and I quote...you…'barf up a time vortex that summoned me here.' Meaning his one form that could help us...is out of the question lest he summons someone dangerous from our time."

"Hey wait...what about...no no...Ben says that guy _never_ works right…" Makoto sighed, leaning back into her seat.

"What guy?" Tsubaki asked confused.

"Alien X. It's this alien that can alter reality and do anything...provided it actually _does_ anything," she sighed, "I mean if he did, maybe...he could just snap his fingers and-poof!-we're back home and no time has passed!"

"Yes, but what about the current state of our bodies?" Tsubaki argued, "Remember, I don't remember anything past graduation, and...I fear we might end up becoming enemies if I regained my memories."

"Then maybe this is a blessing…" Makoto complained, hugging her tail again as she adopted a pouty look, "We can start over and do better….Worst comes to worst? We're stuck here forever as badass space cops protecting the whole universe and our own grandmas."

"...I suppose…"

"Besides, the Plumbers seem way better than the NOL at times...like all the times…" Makoto went on, "We walk past awesome and adorable alien co-workers every morning."

"...True. And I would argue with you about the NOL, but…" Tsubaki paused as she gained a pondering look, "The fact they hid information about aliens once living here...are they...truly the organization I was hoping to join?"

"I had the feeling they were bad news a few weeks after joining the Intelligence Department," Makoto admitted, "And hoo...that Hazama guy gave me the heebie jeebies I tell you that much."

"I wonder what caused the exodus of aliens from Earth…?" Tsubaki pondered, "None of the species from Undertown or Plumbers resemble anything in our time."

"...You think it was because of…" Makoto paused as she looked around, making sure no was around to hear her before leaning in to whisper, "The Black Beast?"

"...Possibly," Tsubaki agreed.

"...That would make sense then…" Makoto muttered, "I mean...I doubt any alien species could've taken it down. I mean, it tanked nukes that sunk all of Japan for crying out loud."

"True...and it took the legendary Six Heroes to finally defeat it once and for all," Tsubaki added, "But by then...the damage was already done to the planet."

"And we don't know which alien species could handle Seithr without having to mutate into something worse," Makoto added with a shudder.

"Now I'm wishing I had something that had some Seithr stored in it to give to R&D," Tsubaki noted, "...Though...Would that cause a butterfly effect? …" her eyes widened a little, "What if Ben as Clockwork or another Chronosapien sees you or me and does another portal and brings someone who actually has something with Seithr in it? Would that sample be a discovery of something horrible that would cause the immediate evacuation of all extraterrestrials from the planet?"

"...Oh god...you might be right..." Makoto whispered with wide eyes, "I mean, what if the guy who put me here in the first place did it so I'd meet Ben, who'd go Clockwork, bring you, then something else happens that results in another time portal that brings someone with the discovery that makes aliens flee? Are we in some sorta time loop?! ...Are we stuck in a Groundhog Day?! Tsubaki, I don't wanna be my own lots of great grandma!"

"Makoto, calm down," Tsubaki sighed, "We may be looking too into it."

"...Y...yeah...you maybe right…" Makoto chuckled nervously, "M...moving on...I've noticed you've been on the computer a lot lately. Find something interesting?"

"Eh? I have?" Tsubaki asked.

"...Ooh~ You hiding something~" Makoto grinned as she leaned in, "What did you find? Something juicy?"

"...I have no idea what you are talking about," Tsubaki denied as she turned back towards her computer.

"Oh you totally are! What is it? I…" Makoto began before her communicator went off, "...Ugh...hello?"

=Uh hey, Makoto. You think you got a moment?= Ben asked =Me and Rook are about to investigate some freakishly large ship in the Earth's atmosphere=

"Bringing up satellite feed," Tsubaki quickly noted, minimizing what she was doing and bringing up the feed, "That...That is a big ship."

"Spooky, too," Makoto added with wide eyes.

"...Makoto you go with them. I'll keep an eye out if anything is seen leaving the ship or coming to it," Tsubaki stated.

"...Do I gotta? I mean that thing just screams haunted."

"You are the apprentice, so you have to follow orders."

"...mou...fine," Makoto groaned, tapping her pendant as she gained her armor, "I'll be there in a minute."

=Good...also shotgun!=

"Sh-ah mou~! Beat me to it!" Makoto complained as she ran out.

* * *

"...Okay. That thing is much bigger up close," Makoto whispered with wide eyes as the trio looked at a massive ship they were heading towards.

The massive ship seemed to be shaped to resemble a lower arm with a pincer for a hand. It appeared to have been ravaged with age and various levels were lit with a soft purple light shining through thick glass plating that acted as windows.

"No kidding. That is one big honkin' ship," Ben added.

"If you do not mind sitting down...I can not see…" Rook spoke up, pointing out their eagerness to look blocked his view...with Makoto's tail covering his face, _'Honestly, I did not expect to have something akin to a bi'nthak in my face.'_

"Oops. Sorry," Makoto apologized as she sat back down, her tail curling around her to lay on her lap, "To be honest, I was a bit afraid that this thing was haunted...but now I wanna go check it out."

=Just be careful up there you three. We don't...= Max's voice began from the communicator before a loud screeching noise was heard.

"GAH!" Makoto screamed, holding her hands over her ears, "The heck was that?!"

=Oh not much, but I am running low on seasoning= Max spoke.

=I believe she meant the noise of Solid Plugg running around, Magister= Tsubaki corrected

=Oh right, we picked him up due to some outstanding warrants for his arrest. He's a famous goon and his race are incredibly resilient, so he's proving difficult for the rookies= Max explained.

=NO! Plugg ain't goin' back to the jail cell!-!=

=Hang on…= at that, they heard a strange screaming sound followed by a loud thud.

=Did...did you just throw your lunch at him…?= Tsubaki asked.

=It was still raw…=

=...Ahem. Anyway, as Magister Tennyson was saying, we don't know anything about that ship nor what could be possibly on board, so be careful=

"Oh come on. You guys know me," Ben smirked.

=Uh-huh. That's why we say it= Max spoke.

"...Okay. We'll contact you if we see anything weird," Ben muttered.

"Like that?" Rook asked as he pointed at the giant gaping hole burned into the haul of the ship.

"Well someone was eager to get in…" Makoto muttered.

* * *

The trio entered the haul as Rook walked in first, a Plumber air mask on his face as he aimed around to deter any enemies. Ben and Makoto just walked up behind him, perfectly fine. After a few seconds, Rook spotted this and lowered his weapon and removed the mask.

"How did you know the atmosphere in here was safe?" he asked.

"Never been a problem before," Ben shrugged.

"Also smelled like normal air to me," Makoto added, tapping her nose.

"Plus we're still up right, s-woah!" Ben yelped as he tripped on something, "...Not a word. Not one word."

"Hmm?" Rook blinked, picking up a strip of bubble wrap as Makoto and Ben walked ahead.

"Oh the ironic timing," Makoto smirked.

"I said not a word!" Ben hissed.

"Fine…" Makoto chuckled as she held her hands up, "...Still, what could bubble wrap be doing in a place like this?"

"I found another," Rook spoke up, holding one up, "What's it for?"

Ben took the new strip and popped one of the bubbles before handing it back to Rook...who began popping as many as he could out of interest. It was oddly entertaining in its simplicity.

"...Mostly used for that, and for packing stuff up," Makoto explained.

"They still have it in the future?" Ben asked with a raised brow.

"Uh duh. You think moving stuff from house to house is e-" Makoto began before her ears twitched, hearing the faint sound of bubble wrap bubbles being popped from much further down the hall, "...Shh. We're not alone."

The three all stood behind several columns along the hallway. All of them waiting for the sound of footsteps to get as close as possible. Once they were close enough they were right in front of them the three jumped out and aimed at their fellow trespassers.

"Freeze you scum!" Rook ordered.

Ben blinked visibly at the two figures before them. They were aliens with a deep grey skin, one was skinny and lanky in build with a wider and muscular tall one standing behind him popping bubble wrap. Both wore dark red overalls with tool belts around their waists and orange gloves over their hands. The lanky one wore a matching orange jacket over his shoulders. Both had baseball caps and goggles on their heads with the big one having his cap on backwards.

"The Vreedle brothers?"

"Ben Tennyson, and...associate and…" the lanky one began before shooting a raised brow at Makoto, "...lady friend."

"Sup?" The big one simply added after his brother.

"What th-not my/his girlfriend!" Ben and Makoto argued.

"Octagon and Rhomboid Vreedle, the two lowest beings in the universe!" Rook snapped, glaring at the two.

"Woah...Rook's actually mad," Makoto whispered, her eyes wide in surprise.

"Oh now you done it...you done hurt my fragile feelings…" the big one-Rhomboid-sighed, lowering his head sadly.

"Boid…" the lanky one-Octagon-whispered to his brother, getting his attention, "Remember our recent musings of the advisability of surrendurin', be it as we are now fugitives and such?"

"...I do indeed recollect such a discussion, Octagon...why?"

"Ugh…Light 'em up, Boid," Octagon groaned before the two Vreedles pulled out some blasters.

"?!" Makoto tensed at that, "...Duck and cover!" she freaked, the trio getting behind the columns just as the Vreedles began to open fire.

"Well they haven't changed!" Ben complained.

"How many times have you dealt with them!?" Makoto asked from the other side of the hall with Rook.

"Oh, more than I care for! Their family is crazy!" he shouted.

"Hey now….it was not our fault with Ma!" Octagon shouted.

"...I don't wanna know…" Makoto muttered before quickly moving her tail out of the way of a laser shot, "...Ben, hold your watch."

"What?" Ben blinked, his hand just a few inches from pressing down on the Omnitrix.

"I'll take care of these two…" Makoto frowned, grabbing one of her tonfa before tossing it at a pipe above the two Vreedles.

"Woah!" Octagon yelped as he and Boid ducked under the tossed tonfa, "...Sorry little lady, but y-"

"Look up," Makoto deadpanned, pointing upwards.

"Huh?" the two blinked before hearing a pipe break above them, making them look up before a stream of freezing cold air blew onto the, "Gah!"

"Next time boys…" Makoto held a hand up, catching her thrown tonfa as the mist cleared, showing the Vreedle brothers frozen in ice, "Don't aim for my tail….EVER."

"N-n-noted…" Octagon stuttered.

"Anything you two have to say for yourselves?" Ben crossed his arms.

"D...d….do you have any hot ch-ch-ch-ch-chocolate?" Boid asked.

"Come on. Let's move them to the deck." Ben sighed, pushing the ice sculpture down the hall.

* * *

"You are both beneath contempt! The worst villains in the galaxy!" Rook snapped at the two cuffed and defrosted Vreedles.

"Seriously, is it freaking you out to see Rook this mad?" Makoto whispered to Ben.

"Kinda...Wait a minute…" Ben blinked, "I thought you two became Plumbers!"

"WHAT!?" Makoto gawked in shock, "These two guys were Plumbers?!"

"Ooh...yeah about that…" Octagon muttered, scratching his head.

"These two _vermin blew up _the Plumber Academy's ammunition dump!" Rook explained, the angry tone still in his voice.

"And the academy proper!" Octagon proudly added.

"Oh…." Makoto realized why Rook was so mad now.

"We blowed it up _real_ good," Boid smiled, "We couldn't help ourselves…"

"It's in our nature…" Octagon added.

"I had to take my final exam in a temporary trailer...on an _asteroid!_" Rook snapped.

"Oh…" Makoto gave her sentiment and sympathy as she patted Rook's shoulder to help calm him down.

"The Plumbers have been huntin' us down ever since!" Boid smiled, the brothers still VERY proud of their act of destruction.

"...Is that why you two hijacked this ship? To get back at the Plumbers?" Ben asked, earning silence from the two, "..."

"That...had not occurred to us," Octagon muttered.

"We didn't hijack nothin'," Boid added.

"...Oh I'm gonna get a bigger headache from these two than I did with Pax, aren't I?" Makoto groaned.

"We was merely scavengin' this here random derelict vessel for weapons." Octagon added as he cleaned out his ear.

"Ah ha!" Rook shouted, pointing accusing finger at the two Vreedles, "And I assume it was you two who blew that hole in the bulkhead?"

"It oddly sounds like somethin' we would do, but oddly enough we did not," Octagon admitted.

"Do...do we believe them?" Makoto asked Ben.

"Oh trust me. If it was them, they'd proudly take the blame. They are that special kinda dumb." Ben sighed.

"Oh now that, Ben Tennyson, is just plain rude..." Octagon muttered.

"Your mother tried to drain the Earth's ocean! I have no kind words for the Vreedle family." Ben complained, matching Rook in his exhaustion with the Vreedles by this point.

"...Eh. I guess th-" Boid began before the ship's alarm system went off, "?"

"...Oh now what?" Makoto groaned as the three Plumbers turned just as a screen turned on, showing a familiar ship of theirs starting to leave, "...uh….Rook?"

"MY SHIP!"

"That ain't us either…" the Vreedles spoke.

"I have an idea!" Ben smirked, dialing his Omnitrix and slapping it as he turned into Greymatter and landed on the ships controls, "Lets see...environmental control, Warp drive, Ah Tractor beam!" he smirked, jumping on a button as a cannon fired a purple beam, which hit the Proto-TRUK and dragged it all the way back before it could get close to Earth's orbit, "And thats how its done." he smirked, breathing on his fingers and polishing his nails on his jumpsuit.

"Okay...now let's head out and figure out who tried to jack our ride," Makoto suggested.

"Good idea...and these two _abominations _are coming with us," Rook frowned, pulling his Prototool out and aimed it at the Vreedles.

"A-praise-vous…" Boid spoke with a motion of his hands.

The trio plus two prisoners made their way to the bay where the ship was brought in. Ben and Rook stood ready as Makoto kept an eye on the Vreedles, her fist at the ready if they tried to run. The door opened as a small alien resembling a humanoid rat with a black mane of hair made up entirely of quills, dressed in an orange turtleneck walked out.

"Argit!?" Ben shouted lowering his Omnitrix.

"...Ben Tennyson?" the rat cautiously blinked, "Hoo hoo buddy! Eh...did you cut your hair?"

"Uh...who's this guy?" Makoto asked.

"Hey show a little respect here, Toots!" Argit complained before he was lifted by his turtleneck and his eyes met Makoto's glare.

"What did you call me?" Makoto asked.

"I believe he done called ya…'toots,'" Octagon spoke, only to get 'punched' by her tail, "I apologize, Miss...That was entirely my fault…"

"Psst. Ben, who is this chick?" Argit hissed to Ben, "She's not your new girlfriend, is she?"

"Again with this!? No! She's my new partner along with Rook!" he motioned to Rook at once more being called his partner.

"What happened to Gweny and Kev? They finally retire and live the boring life?" Argit asked.

"Gwen got early admission to college and Kevin left with her."

"Ooh...What a bleeding romantic. She know that guy use to eat canned cheese all the time when we was kids?" Argit complained.

"Okay, okay...Argit...what are you doing...before she rearranges your face," Ben sighed.

"Oh yeah? How…?"

"She crumbled a car Kevin made into a paperweight," Ben explained, making Argit gulp and begin sweating nervously.

"...S...so? I got something even scarier than that," Argit tried to counter as he held his bag up, "The Anihilaarg!"

"The Anihilaarg?!" Rook exclaimed in shock.

"The Anihilaarg?" The Vreedles repeated in unsettling glee.

"Okay, stop saying it like you're trying to play with a creepy musical cue!" Makoto complained to the Vreedles.

"Sorry…" they sighed.

"What-ilarrrge?" Ben asked confused, "Uh Rook?"

"The Anihilaarg is just a legend..a myth like Alien X," Rook explained.

"Oh it's real alright…" Argit smirked.

"So is Alien X…" Ben muttered.

"I mean look around you…" Argit began as he motioned to the ship they were in, "I recognized this tub from the stories my mom used to tell me."

"I know those stories as well, but that is all they are..._stories_," Rook argued.

"And yet here we are, on the very ship of legend," Argit countered, "I swiped a ride and flew up here as soon as this thing appeared in the sky."

"...You crashed into it, didn't you?" Makoto asked in a deadpanned tone.

"Causing the hole in the side of the ship?" Rook added.

"Dude...you use to live with Kevin. How are you this terrible a driver?" Ben added.

"He never let me drive!" Argit complained, "Besides it was a parallel parking error in judgment! I...hehe...don't do a lot of docking."

"I sense that's a self humiliation double entendre…" Makoto crossed her arms, dropping him in the process.

"If I may interject, that was some mighty fine destruction there, son," Octagon chimed in before Makoto's tail 'punched' him again, "...Shuttin' up."

"I wants The Anihilaarg, Octagon, so wes can do some pointless destruction!" Boid exclaimed excitedly.

Ben motioned for Makoto to cover her ears, which she did, just as he let out a loud whistle, "Hey! You know what I'd like...an explanation, a backstory or one of these boogeyman stories, cause despite my background...I did not grow up in outer space. I spent it happily on Earth...beating up aliens like you three. Also one of us is from a different timeline with no aliens at all." he motioned to Makoto.

"Holy cow! What nonsense you been getting into!?" Argit complained at the last part.

"If I pretty much spoil anything from my time that's heavy, it would most likely cause a butterfly effect," Makoto simply explained, "Now...someone explain what this Anihilaarg thing is?"

Rook sighed as he decided the other three would either mess up the story or tell a dumbed down and wrong version-you know who's who-, "Well there was an ancient pan-dimensional civilisation the Contemelia. Their favorite pastime was flitting from universe to parallel universe, scaring the locals."

"Oh that's mature." Ben crossed his arms.

"Oh great...interdimensional bullies!" Makoto added.

"...As crude as Makoto put it, yes. However, things went poorly should they dislike a universe."

"Where they whip out their piece de resistance.." Argit began as he held his bag up, "The Anihilaarg!"

"Who comes up with these names?" Ben sighed.

"Yeah...doesn't that sound like a stupid name for a Dimension killing doomsday weapon!" Makoto complained.

"It's full name's longer." Octagon spoke, "But once it goes off you just have time to say the first part."

"Oh…" the two earth natives realized why it sounded stupid now.

'_...Okay. That sounds a THOUSAND times worse than the Black Beast!' _Makoto mentally panicked.

"So what happened to the Contumelia?" Ben asked.

"They died off eons ago." Rook answered, "The legend says their ship drifts from cosmos to cosmos, carrying a weapon that could in fact destroy the entire universe. Apparently the stories were true...about the ship at least."

"And The Anihilaarg," Argit added, holding the bag up once more.

"So...a ghost ship that can traverse the multiverse...with a doomsday weapon small enough to fit in Argit's purse…" Ben listed.

"Backpack!" Argit complained.

"Yeah like I believe that to be true...what kind of dimwit would believe this?" Ben asked.

"I believe it!" Boid raised a hand.

"Oh poor boy. Of course you do…" Makoto teased patting his shoulder.

"It is indeed seemingly implausible, yet entirely true tale," Octagon argued.

"Do you guys also believe in space ghosts?" Makoto asked.

"Space ghosts?!" the Vreedles shouted, running into each other and knocking themselves over.

"...I was just j-" Makoto began before the ship rumbled, "...Oh great. Now who?!"

"Grandpa...please tell me there is NOT an Incursean warship outside Earth's orbit?" Ben sighed into the Omnitrix.

"Gh?!" Argit tensed at that, "Incurseans?"

=I would love to...but I can't…= Max sighed.

=Humanoid frogs who travel the world conquering and destroying planets...Why is this not the strangest thing I've ever said since coming here?= Tsubaki sighed.

"Wait back up!" Makoto shouted, quickly grabbing Ben's arm to talk into the Omnitrix, "They go around conquering and _destroying _planets?!"

=Correct=

"...Okay. If this Ani...know what? I'm just gonna call it a U-Bomb for short to make things easier," Makoto muttered.

"Oh thank you," Ben sighed.

"What's so hard about it?" the aliens all asked confused.

"Try saying it three times fast," Makoto simply countered, earning silence form the aliens, "...Exactly. My point is, we can't let those frogs get the U-Bomb."

"There's no way the U-bomb is real or even works. But the Incurseans are…" Ben sighed as they found a porthole and saw the large green ship dock to this one, "And they are bad news...But good thing we have something to help us get rid of them," he looked over at the Vreedles.

"...You are not serious," Rook sighed.

"Think of it like this, Rook," Makoto spoke as she moved over to him, "Would you rather deal with a pair of space rednecks...or a bunch of war hungry frogs that like to blow up worlds?"

"I would just like to say Rednecks is a term for humans, we are...Greynecks," Octagon corrected.

"Okay guys here's a deal. I'll let you off with a warning...provided you do what you do best...to that war ship," Ben pointed to the Incursean warship.

"Ooh…" they awed at the challenge of the prospect.

"Ben...is that a good idea?" Makoto asked.

"Guys...these two have been blown up, maimed...and mangled so much...I'm sure they're immortal!" Ben hissed, "If there's one thing I can count on them for...it's to make something go boom...and cause a hassle for me."

"...Desperate times calls for desperate measures I guess," Makoto shrugged before quickly grabbing Argit's tail just as he tried to sneak off, "And rat boy here?"

"We'll split up. Rook, guide these two to where they can cause the most damage to them." Ben ordered.

"That should not be difficult…" Rook sighed.

"Makoto and I will take Argit and keep the purse with a doomsday weapon safe, and take care of any stragglers," Ben added.

"Do I get to use him as a shield for lasers?" Makoto asked.

"Why do you hate me so much!?" Argit complained before her fist was inches from his snout.

"I don't like the way you talk to me…" she frowned.

"Also if we can weaponize him, his quills are instant knockout darts," Ben added.

"...Good to know," Makoto gave a thumbs up, "And if he runs...I can use him like a mace."

"I don't like it...but if you can...blow up that war ship." Rook sighed, releasing the Vreedles.

"We thank ya kindly." Octagon smiled.

"And oh...we's gonna blows it up real good." Boid smirked.

"Do I get a say in this?" Argit asked as he was grabbed by his tail again and dragged off, "I guess not!"

* * *

After a few moments of silence in a different part of the ship, one of the sides sparked for a moment before it exploded. A group of humanoid frog-like aliens in black and purple jumpsuits came in through the dust as they held blasters. They parted, letting a much larger alien walk through. He looked the same, save for minor differences. His men were all unhealthy levels of thin, while he was...clearly well fed with a bulky body. His hand also had five fingers while his men all had only 3 fingers per hand. He also wore black, purple, and golden robes as he held up a small little hand gun.

"Where are you?! I haven't got all day!" the leader demanded, "...Well actually I do, but irregardless...show yourself!"

"Is...is he speaking in a American Brooklyn accent?" Makoto asked Ben quietly.

"Yeah...they do that…" he whispered back.

"...So they're war hungry froggy space gangsters?" Makoto blinked.

"Eeyup," Ben said, dialing the Omnitrix very slowly, "Okay. Let's go, Swampfire." he smirked before slamming the dial, only to flash into Spidermonkey, "Ah...this is fine, too…"

"Wait. But you did dial the right one...why'd you still mistransform?" Makoto asked.

"I dunno…" he shrugged before webbing up Argit in a cocoon, "Your battle mace, M'lady!" he chittered, picking Argit up by his tail.

"...Why thank you, good sir," Makoto grinned as she took the 'mace.'

"Is this really necessary?" Argit muffledly asked within the cocoon.

"Shut it," both of them spoke before jumping up above the coming search part.

The Incurseans blinked before two of them cried as they were pinned down by the two agents dropping down on their shoulders. SpiderMonkey rushed and punched two more before webbing them to the walls. Makoto swung Argit as she bashed the back of his head into three of them, the quills sticking into their chests and sending them falling over with a snore.

"OW!" Argit cried.

"This is really useful." Makoto smirked.

* * *

Another search party walked into a supply room before turning as one of their guys was kicked down by Rook. Rook then ran towards a wall before up along the side to jump and catch a cable so he could swing over to some crates. The Incurseans fired wildly at him only to miss as he used the environment as cover for his running. He jumped and vanished into a tube...and came out another, landing between the last two Incurseans, the two blinked, before turning and shooting at the same time only for Rook to jump up out of theri path and let them blast each other into submission.

"Now...what would Ben say?" Rook muttered, "Ah!" he thought of one, "Lying down on the job, are we?" he smirked, "Huh. I rather like that."

* * *

An Incursean walked down a lone hall, removing his metal helmet to cool off. As he turned a hall corner, he was stunned as laser fire knocked his weapon from his hand, his communicator from the other...and his belt, making his suits bottom half fall down and revealing his boxers decorated with his emperor's face. He quickly held his hand up as Octagon blew out his blaster's smoking barrel.

"Now, I expect y'all are thinking, 'Did he fire six shots or only five?' Well, amidst all the gratuitous foofaraw, I has done lost track myself." Octagon admitted as he walked closer to the Incursean, "So y'all has gots to ask yourself one question. 'Does I feel lucky?' Well does ya, frog?" he asked, backing him into Rhomboid...who brought his fist down on his head, knocking him out cold, "Oh Boid, ya didn't let him answer!"

"Aw he ain't no fun," Boid argued, "He fell right over."

* * *

The Emperor of the Incurseans, Milleous, entered the control room alone as he looked around for his quarry. He then stopped when Argit swung over his head, making him back up to see Makoto swinging him around and Ben standing there.

"Looking for something?" Ben smirked.

"Yeah the Anihilaarg!" Milleous declared, "You kids here by yourselves?" he blinked.

"You wanna handle this one?" Makoto asked Ben.

"Sure. Alright just me and you, Mano a Froggo." Ben smirked as Makoto stepped back.

"Think again, tadpole!" he smirked, tapping his golden collar as three more goons walked up behind him.

"Four against one? Dude…" Ben began as he activated his Omnitrix, "I love those kind of odds," he pressed down on teh symbol, transforming him into NRG, "NRG? Ha ha! NRG is G-O-O-D!"

"Hahaha! Spelling pun!" Makoto laughed.

"Oh god you two were made for eachother!" Argit gagged.

"Wh-again with that, Argit?!" NRG complained.

"Why're people saying we're together?!" Makoto complained in agreement.

"Youse guys need a moment?" Milleous asked.

"No, but you need new guns." NRG replied as he blasted heat beams at all their rifles, melting them to heaps of metal.

"Oh now that's just rude…" Milleous complained, holding his hands up.

"Says the guy who tried to cheat," Makoto argued just as Rook ran into the room.

"Ben, Makoto, where is Argit?"

"Oh easy. He's…" Makoto began as she lifted her 'mace' up, only to blink to see it was empty, "...Oh that little…!"

"You double dealing salamander!" the three looked to see Argit stomping over to Milleous.

"Leave us discuss this matter later," Milleous replied with a roll of his eyes.

"Wow. You are used to having Plumbers hold you up at gunpoint, ain'cha?" Makoto realized.

"Oh Kid, like you wouldn't believe!" one goon declared, only for Milleous to slap him with his ring covered hand, "Sorry boss…"

"Oh we are not discussing this later!" Argit snapped, "We had a deal, frog legs. You said you'd buy the Anihilaarg from me!"

"You what?!" Rook exclaimed in shock, Makoto not even shocked as she shook her head in annoyance.

"Now given this little attack here, I'm g-hey woah!" Argit yelped when he was suddenly lifted up.

"You were planning on selling the U-bomb to a race of aliens that love war, and they were gonna backstab you," Makoto deadpanned, making Argit blink at how...calm she was, "...WHAT DID YOU THINK WAS GONNA HAPPEN?!"

"To be fair, I conquer worlds for a livin'. What d-" Milleous began.

"You stay out of this!" Makoto barked, "Now rat boy...where's the U-Bomb!?"

"..."

"...Wait. Rook…" NRG nervously began as he looked at his partner, "Where are the Vreedles?"

"...eh heh...Funny story…" Argit spoke up, getting their attention.,

* * *

-flashback-

"_Hehehe...and I'll come back for this later." Argit smirked hiding his satchel in a random closet, he then turned around to see Octagon and Rhomboid._

"_We won't say nothin'..." Octagon smiled._

"_If'n you don't either." Boid smirked smacking his fist into his open palm._

"_..."_

_-flashback end-_

* * *

"...You did not…" Rook frowned.

"Yup. At this point, the Vreedle brothers have left the building," Argit nodded before NRG took him from Makoto.

"With what might be the most destructive device in the _universe_?!" NRG snapped.

"God damn it...did they at least blow up the Foggo's ship?" Makoto asked.

"Wait, what?" Milleous blinked at that, "No! I just finished upgrading that one! The Lumbar support on my throne is so good!"

"I think that's the least of your worries right now!" Makoto barked as she pointed at the screen, showing the Vreedles leaving in a junker-like ship.

"...ARGIT!-!-!-!" NRG snapped in anger, 'glaring' at the spiky alien with his grate glowing stronger.

"Oh and this is somehow my fault?" Argit asked.

"I'm going to kill you...and give you to Magister Tennyson...to make into rat stew…" Makoto said so angry, she was calm.

"Ooh...that sounds so good…" Milleous spoke.

"...Y...you don't scare me," Argit argued...despite the heavy bullets of sweat coming off him before NRG tossed him into a wall, "Ow!"

"We need to stop them," NRG sighed, reverting to Ben.

"I thought you didn't believe in the U-Bomb," Makoto pointed out.

"I still say its not real...but I also don't want to take any chances when it comes to earth." he sighed, "We're going after them."

"What about these guys?" Makoto pointed.

"We can't just leave the Incurseans and Argit alone." Rook argued.

"Well we can leave them with each other." Ben said, picking up Milleous' personal blaster and tossing it to Argit, "Argit, you're in charge. Don't let them escape. Emperor Milleous, if you escape, try not to hurt Argit...too much."

"I like this plan."

"Me too!" Argit smirked, aiming the laser rifle.

"...Betcha a smoothie he loses it," Makoto whispered to Ben just as the trio of Plumbers began to leave.

"Deal."

"Wait. What did she…" Argit began before Milleous' tongue grabbed the blaster out of his hand, "...uh...Parlay?"

"You do know that only works for pirates, right?" Milleous asked, holding the blaster up.

"...Worth a shot?" Argit nervously replied as he held his hands up.

* * *

The Proto-TRUK flew after the Vreedle's junker of a spaceship. The two flying towards earth before purple lasers began shooting at them, courtesy of the Incurseans warship. Everyone then cringed when Rhomboid popped out of the back of their ship and began shooting back.

"I am both very excited and very terrified!" Makoto exclaimed, "On the one hand...this is a space battle! Little girl me would be so jealous, but adult me is panicking for her life!"

"What about current teenage you?" Ben asked.

"Existential identity crisis...but more important matters right now," Makoto simply replied before pointing at the Vreedle's ship, "Like making sure those Vreedles don't get away with the U-bomb and activate it!"

"Ooh-wee! I've been a-waiting to blow somethin' up all day!" Boid shouted, shooting away.

"How is he breathing…?" Makoto asked.

"Vreedles do not actually, as most organic lifeforms, breathe…" Rook explained.

"Told ya...borderline immortal," Ben muttered before tensing when they did a sharp turn into Earth, the three ship's now flying through Bellwood, "...Rook….!"

"Ben!"

"Makoto!" Makoto shouted her own name in panic.

The Vreedles where suddenly hit as they were forced to arc down over the streets of Bellwood.

"Waa-haa-haa-hooie!" Boid cried as they crashed down.

"Are we going down?" Ben asked.

"I would love to say no...but yes…"

"I think I hate space travel!" Makoto cried just as their ship was flying towards the ground, following behind the Vreedles' ship as they crash landed near Mr Smoothies. A rather perfect parking to boot.

"...Ugh...Rook?" Ben began as he got up, "Next time...I drive…"

"I need a minute!" Makoto shouted, jumping out and running for a trashcan.

"Oh great…" Ben sighed as the Incursean ship touched down.

"Ben!" they turned to see Max and Tsubaki arrive with several Plumbers.

"...About time y-" Ben began before the Incuresean's ship's front opened, letting Milleous and his troops walk out with a cuffed up Argit following behind.

"...Called it…" Makoto groaned.

"Is it Wednesday already?" Patelliday asked.

"Please tell me you have the bomb that could wipe out the entire universe that Rook told us aobut," Tsubaki pleaded to the trio.

"No...the V-"

"Attention amphibians and Plumbers," Octagon spoke, earning everyone's attention, "My brother Boid and myself hereby suggest that y'all drop your weapons or we shall be obliged…" he paused as Boid reached into Argit's bag and pulled out...a small dark-purple box, "To use this."

"Gh?!" Argit tensed in fear.

"Gotta be an on button somewheres," Boid muttered as he looked at the box, tapping it a bit.

"...That's...the U-Bomb?" Ben blinked.

"I admit. That is...a lot less impressive in person," Rook added.

"U-Bomb? You can't pronounce 'Anihilaarg,' Ben?" Max asked.

"Not the time, grandpa," Ben groaned.

"Ben...Anyone, do something!" Argit pleaded.

"..Vreedle Brothers, put that thing down before it goes off!" Rook ordered, pulling out his Prototool and aimed it at the Vreedles.

"Well sir, that only further peaks our interest," Octagon stated as Boid continued to mess with the box.

"If it is true and that thing can destroy an entire universe, you'll be taken out as well!" Makoto warned.

"True, but if it is a bomb...then we have the urge to blow it up."

"Real good…" Boid added.

"If anyone is gonna do the threatenin' around here, it's gonna be me," Milleous stated as he and his troops approached.

"Ben…!" Argit hissed in worry.

"Stand down, Incurseans," Max warned as his Plumbers aimed at the frog-like aliens.

"Please tell me you have something that can grab that bomb before they figure it out," Tsubaki pleaded to Ben.

"Not yet...hopefully if no one panics, I can use…" Ben began.

"GAh! I can't take it anymore!" Argit freaked, slipping out of his cuffs as he bolted for the Vreedles and tackled them over.

"...Gah! Darn it, Argit!" Ben complained.

"Don't worry! I got…" Argit began, holding up the bomb before Boid grabbed his leg and tripped him, causing the bomb to go up into the air, "Ah!"

Rook charged up, using Octagon as a stepping stone of sorts to grab the bomb, only for Milleous' troops to knock him over just as he grabbed it, sending it into the air once more. Milleous attempted to grab it, only for a few Plumbers to grab him as Ben grabbed it, only for Boid-who had slipped out during the confusion-to grab it and run off.

"I gots it! I gots…" Boid began before Makoto jumped in front of him and tried to pry it out of his hands, "Hey! Let go!"

"You let go!" Makoto replied.

"Don't let go, Boid!" Octagon shouted from underneath the pile.

"Excuse me, Octagon?" Tsubaki asked.

"Yes, ma'am?"

"Your brother wouldn't happen to be ticklish, would he?" Tsubaki asked.

"Like the dickens, ma'am. Why…Boid, lower your arms!"

"Huh?" Rhomboid turned to look at the pile, only for Makoto's tail to start rubbing under an arm, "?! Pfff...hee-hee-hee!" he began to laugh hard as Makoto continued to tickle.

"Coochie-coochie!" Makoto snickered as Rhomboid let go to grab under his arms while laughing still, backing away from her, "Mine now!" she turned to flee only to trip when Milleous grabbed her ankle with his tongue and sent the Anihilaarg into the air, "Gwah!"

Everyone tensed as the bomb flew through the air, flipping once or twice before it hit the ground, making them flinch and brace for the explosion… Only, it never came, causing them to sigh in relief...until the box opened and showed a red blinking light.

"Ohh...That's not good," Makoto squeaked, her ears drooping.

"That is what you call your basic countdown to destruction," Boid gulped.

"Ergo...I recommend we prepare to go to a safe distance from said destruction," Octagon added.

"...Safe distance? Safe...d-THERE IS NO SAFE DISTANCE, YOU BOOBS!" Argit snapped.

"We told you that it is going to destroy the universe," Tsubaki sighed.

"...Clearly, we did not think this through…" Octagon admitted.

"Well how do you shut this thing off?" Milleous asked.

"Blukic? Driba?" Max asked as the two Galvans looked it over.

"Oh, this is not good," Driba admitted, "While it is possible to rearm it once it goes off, disarming it…It can't be disarmed."

"Not one bit," Blukic agreed.

"...It must be the end if they're not arguing," Patelliday noted.

"Oh...great. Just great! I'm gonna lose all my stuff!" Argit exclaimed, jumping around to everyone, "Why are you all standing around? Somebody has to stop this from happening! TH-THE UNIVERSE IS WHERE I KEEP ALL MY STUFF!-!-!"

He landed on Ben's shoulders and tried to repeatedly slap Ben's Omnitrix with Ben's other hand. Ben shook him off quickly, sending him off his shoulders and flat on his back.

"Dude! Not helpful," Ben frowned before looking at his Omnitrix, "Alright listen Omnitrix, I don't want Goop, I don't want Stinkfly. Just give me something I can use to defuse this thing so we can all get out all with our lives!"

With that, Ben put a finger to it, making the screen display. Rotating it, the screen soon came upon not a face but a single letter: 'X.' He took his finger away and the panel slid open and raised the core. Ben held his hand up and slapped down on the Omnitrix. In a flash of green light, Ben was replaced with a new form. Seemingly made of space itself, the alien was a humanoid figure that stood tall with a toned physique. Three horns grew out of the top of its head like a crown while a pair of solid green eyes stared out. Upon the sculpted chest was the Omnitrix itself.

"_Alien X!"_ a trinity of voices declared from the being.

"It...it is real…" Rook whispered in surprise and shock.

"Whoa~!" Makoto awed.

"Makoto, you're drooling," Tsubaki deadpanned.

"You say something?" Makoto asked her as Argit approached Alien X.

"So...this is Alien X, huh?" Argit asked as he tapped him, earning no response, "...We're doomed."

"...Uh...Ben? Aren't you gonna do something?" Makoto asked, poking Alien X as well and earning no response.

"He can't move or do anything on his own without voting," Max explained.

"...Voting?" Tsubaki repeated.

"...Oh, I remember what Ben told me of this form now…" Makoto paled, "Basically if he can't get the other two personalities in him to agree...we're dead...our future is dead."

The bomb began to beep quicker now, earning their attention.

"If there are any other options, I would like to hear them!" Argit pleaded, "I don't wanna lose any of my stuff!"

"Your stuff?! I don't wanna lose any of my friends in my time, and I certainly don't wanna lose my family!" Makoto barked, "Also the only thing I can possibly think of that could fix this is the Master Unit, and I HIGHLY doubt it existed here in the past, nor if it would be able to help us!"

"What if we tossed it into the Null Void?" Patelliday asked.

"Bad idea," Blukic replied.

"From what Ben has reported, the Null Void connects to multiple universes," Driba explained, "Were it to go off in there, there's no telling what it would do! For all we know, it would wipe out instead of a single universe the _entire multiverse_ as well!"

"...So that's it…" Tsubaki whispered, falling to her knees as a look of despair appeared on her face, "There's nothing we can do…"

"We can only hope those three can come to an agreement," Max noted as he looked at Alien X while the beeping increased further as purple sparks started to come off the explosive device Milleous still held, forcing him to toss it away from him as the sparks burnt his hand.

"...BEN, SERIOUSLY HURRY!" Makoto exclaimed as she began to pound against Alien X's chest.

* * *

Floating...at the moment, that was all Ben could do. Space surrounded him, the horizon only showing more of it. He turned around before blinking once. Before him, two green faces as big as houses now floated before him. To his left was a masculine face, wrinkles caused by perpetual glaring and scowling marking it as its green eyes glared at Ben and the other mask. The one to his right was a softer, feminine face. Smooth with gentle lips seemingly never losing their smile, her green eyes gently gazed upon Ben and the other mask.

"_Oh! Look, Bellicus. Ben Tennyson has come to visit us again," _the female mask spoke.

"_Great...Tell me when he leaves, Serena,"_ the male mask huffed as he turned away from them.

"We have a problem. A very, very big problem," Ben explained, "A device called the Anihilaarg just got triggered before I transformed. If it isn't stopped, the entire universe will be destroyed!" he paused, "...Huh. I finally got it right."

"_...And what do you want us to do about it?" _Bellicus asked, _"Also tell whoever is pounding on us to stop...they're giving me a headache."_

"Pounding? Um...Motion to show what's going on right now to see who is pounding?" Ben offered.

"_Seconded,"_ Bellicus snorted, _"I want to see just who has the guts to do that."_

"_Motioned carried!"_ Serena smiled before a 'star' hovered over and turned into a screen of sorts, showing Makoto pounding on Alien X, _"?! Oh my..."_

"_Okay...How'd someone from that damn brat and her stupid machine in a void get here?"_ Bellicus asked.

"Wait, what?" Ben blinked at that.

"_She's quite terrified,"_ Serena noted, seeing tears in the Beastkin's eyes.

"Of course she does! The Anihilaarg, remember? It's set to go off!" Ben replied, "Can't we make it stop?"

"_It stopped,"_ Bellicus replied.

"What?" Ben looked at the screen in time to see the Anihilaarg unleash a massive pillar of purple energy before the area around it began to vanish, seemingly 'devoured' as a purple energy pulse slowly making its way towards them, "The universe really is being destroyed…"

"_...Mom...Dad...If you can hear me…" _Makoto began on the screen, closing her eyes as she began to accept her fate, _"...I love you all very much…"_

"No, no, no!" Ben exclaimed, "We have to stop it!"

"_Futile. Just accept it,"_ Bellicus snorted.

"_Oh that poor dear,"_ Serena noted.

"_Why are you so concerned? With that damn brat and her damn machine in a stupid void, that girl's more than likely been fucked multiple times physically, mentally, spiritually, or a combination of them all because she 'wants to be saved by her hero,'"_ Bellicus huffed.

"Okay. First off; I don't know what you're talking about!" Ben snapped, "Second: Of course she should be concerned! She was looking for a way home, back to her own time, and now look! She's going to die without seeing her family again...die while being stuck in the past without a future to go back to!"

"_Your point?"_

"Bellicus, Serena, please! Let me use Alien X to stop this!" Ben pleaded.

"_Oh, it's too late for that."_

"What?! But...It can't be!"

"_I'm sad to admit that it is,"_ Serena replied, _"I can feel your disappointment."_

"Disappointment?! That's the _Universe_, it's everything that I know! My friends and my family are there! And did you not just see Makoto? How terrified she is?!" Ben demanded.

"_Was."_

"_..."_ Serena frowned at him.

"_What? It's true."_

"_Motion to have a temporary hand, please?"_ Serena asked.

"Seconded," Ben stated.

A green slender hand appeared. The hand proceeded to let Serena facepalm before vanishing. Around them, voids began to appear, made by a purple pulse 'devouring' everything.

"Alien X can fix this, right?" Ben asked.

"_It can...but not completely,"_ Serena replied.

"Huh? Why?"

"_While we can create a new one, some things will end up altered,"_ Serena explained.

"_What? You think we can just copy and paste without a damn original _to_ copy from?"_ Bellicus huffed, _"We're Omnipotent, not Omnipotent and Omnipresent. Damn assholes from the Forge overriding that…"_

"_What Bellicus means is that it would not be the same," _Serena summarized.

"_And don't go having an existential crisis, either,"_ Bellicus snorted, _"Because adding that girl that 'time traveled' to the mix just added a whole other shit load of a mess to souls!"_

"Um...two, actually," Ben corrected, "Her and her friend Tsubaki. Though the latter because I looked at Makoto as Clockwork and…"

"_You were a Chronosapien and looked at her? Wow. You _are_ a dumbass."_

"_Bellicus!"_

"_What? It's true."_

"_..."_ Serena looked over at Ben, who was resigning himself to slumping, the feminine face managing to make out tears as his eyes were still looking at the screen now blank, _"...You know, Bellicus...You _could_ use this as a way to...ahem…'stick it' to her and the device she lives in."_

"_Hm?"_ Bellicus looked at Serena.

"_She must have sent her to Ben's universe,"_ Serena suggested.

"_Oh that would be so like the damn brat!"_ Bellicus growled.

"_She could be offering us things as a peace offering," _Serena noted, _"Perhaps she would not mind if we take some things to piece into the universe that we wouldn't have been able to fully fix? You know how tricky the taste of grapes are if we don't have a base for it."_

"_..."_

"_You know you want to~"_

"_...Grr...Fine...but the next time the universe and everything in it is being destroyed, don't come crying to me."_

"?!" Ben's eyes widened at that, making him turn to look at the two.

"_Motion to restore Ben's universe, the souls of all who live in it, and accept the offerings from her?" _Serena motioned.

"I don't know who this 'her' is, but seconded! Seconded big time!" Ben pleaded.

"_Be glad you don't. She's a damn spoiled brat hiding in a big stupid machine like a coward,"_ Bellicus snorted.

* * *

Alien X stood within nothing, retaining their posture from the moment they came into being. Slowly...a finger twitched. Then the body moved, swinging their arms outwards, the movements creating a pair of 'circles' from how their hands moved.

"_Seconded! Universe Motion Carried!"_ Alien X declared.

The 'circles' pulsed out before stars within Alien X began to float up into the 'sky.' As they reached points in it, they exploded, creating entire galaxies. More flew out of Alien X as multiple ripples of white energy surged from the divine form's feet. The Anihilaarg appeared at Alien X's feet as the red button popped up. The ripples reached out into the horizon...before pulling themselves back, carrying an azure energy atop of them with one or two also carrying a deep red and black energy that seemed...alive. As they pulled in towards Alien X, scenery returned. Land was the first. Then grass and trees. Pavement and concrete soon followed. Structures gave rise followed by machinery. Orbs of various fiery trails danced around above Alien X before flying outwards, diving countless times as several remained behind Alien X and before them. A last ripple came and the orbs changed into everyone, with Makoto, tears in her eyes, banging on Alien X once more.

"...elp!" Makoto finished a scream, giving one more bop before Alien X caught the fist, "?!"

"_Motion has been carried,"_ Alien X stated, _"Seconded. Time out motion carried."_ the Omnitrix flashed red before it timed out and Ben rubbed his chest where Makoto had hit him as Alien X, "Yeah...Bellicus wanted me to tell you to not do that again or he'd motion you to be turned into a normal squirrel. And I can tell. Ow. I think I can actually feel some stinging from where you hit."

"..."

"...What?" Ben asked before looking down, seeing he was now wearing a white hoodie with green detailing and a black circle with a stylized '10' on the right side of his chest, "Huh. Wasn't wearing this when I went Alien X."

"...Then…It really worked…" Makoto whispered, "You...you stopped it…"

"...Yep," Ben replied, quickly moving over and picking up the Anihilaarg, "Just had to motion for it to be a dud."

"What?!" Milleous exclaimed before snatching it from Ben, "...Aw fribbit…"

"Aw...a dud?" Boid complained.

"Considering it would've destroyed the entire universe, be glad it's a dud!" Driba exclaimed.

"I'm not."

"Really?!" Driba demanded from Blukic, "We nearly died!"

"No we didn't."

"We would've!"

"But we didn't."

"Ahem!" Argit spoke, earning everyone's attention as he approached Milleous, "I know it's a dud, but hey...I delivered it for ya. Now...about that half pound of T-" he stopped when blasters were aimed right at him from both Incurseans and Plumbers, "...Or we can just call it even." he chuckled nervously as he tried to walk away, only to end up bumping into Rook, "...I'm in trouble, aren't I?"

* * *

"So that was a Celestialsapien," Tsubaki noted, sitting with the trio at a table with smoothies before each of them, "I was honestly expecting something more...indescribable in appearance."

"Inde-what?" Makoto asked.

"Like us not being able to perceive how he looked," Tsubaki sighed.

"Oh~"

"And you are sure that The Anihilaarg will not go off, Ben?" Rook asked.

"Only way that'd happen is if someone was dumb enough to rearm the thing," Ben replied, "Though, it was mainly Makoto who managed to get one of them to actually motion for doing something about it."

"Eh? Me?" Makoto blinked, pointing at herself.

"Yeah. You got Bellicus, the Voice of Rage and Aggression, annoyed enough to motion seeing who was beating on Alien X. And then you crying made Serena, the Voice of Love and Compassion, want to know a bit more on you and I told them about you and Tsubaki being stuck in the past and it got to her," Ben shrugged, "Though Bellicus kept insulting this person in a machine in a void about something. I didn't really get it, so meh."

"Whoa-whoa-whoa! I did not cry," Makoto argued.

"You totally did," Ben countered.

"No way!" Makoto replied, "I didn't cry!"

"Oh, you did," Ben noted before taking a sip of his smoothie, "Phew. Grape still tastes right."

"...So...you are certain you recreated the whole universe...right?" Rook asked.

"Well….yes and no," Ben replied, "Had to 'borrow' some stuff to recreate the parts that couldn't be restored."

"Wait. Borrow? Ben, what are you talking about?" Tsubaki asked.

Ben shrugged, "Didn't really understand all of it, but apparently whoever they were talking about was the reason Makoto came here to the past so they borrowed stuff from this 'her' they talked about since they thought 'her' putting Makoto here meant they could borrow things this 'her' had."

"And just like that, you make no sense," Tsubaki sighed.

"Look. We can all just agree that I saved the universe once again," Ben smirked.

"But that was Serena and Bellicus this time," Makoto noted.

"Yeah, but they wouldn't have if not for me turning into Alien X."

"But it was still them. And me swaying one without being in it."

"With crying."

"I didn't cry!"

"And they are once more at it," Rook noted.

"Rook, I really need to teach you how to handle Makoto," Tsubaki sighed, _'Still...what exactly did Ben 'borrow' as Alien X?'_

* * *

Undertown was as normal: a buzz of strange beings going about their daily lives. Of course there was also the occasional fight and conflict. One such moment was happening at the moment as several alien thugs were thrown into an old building. The thugs growled as they stumbled to their feet, glaring at their thrower.

"Don't know what the hell you are…" the figure who tossed them spoke as he stepped forward, black hakama flapping with each step as his steel toed red boots stomped the ground, "But you really shouldn't have pissed me off." he spoke, rolling his arm around as his red jacket caught the attention of the Undertown residents, "Seems like everyone here is use to this bit...so...let's just get this over with." he spoke, moving a hand through his white hair.

"Who...who is this guy?" one of the thugs grunted.

"So I'm not well known here...thank effing god for once. That means after I kick your ugly ass with his ugly ass face...I can find a nice place to rest," the figure spoke, reaching behind him as he pulled out a giant sword almost as tall as him, "So...who's first on the chopping block?"

"Human filth!" one of them roared.

"Bring it, tiny," he smirked, his red and green eyes narrowing.

Unbeknownst to those in Undertown, another figure watched the fight, another human like man, older in age wearing a white lab coat; he smirked, closing a pocket watch, "Well, that was not how it was supposed to go...but I do rather like this outcome more. And so...the new wheel of fate is turning."

* * *

_SZ: Ooh hoo~ Talk about VERY interesting…_

_Z0: We aim to please, and we have many….MANY more surprises then just this so be ready._

_GT: Yep. ...Wait a second...white lab coat? Pocket watch? ...That's P…*gets knocked out by Z0*_

_Z0: No spoilers *hides giant mallet* _

_SZ: No spoilers! Onward to the next chapter!...Oh and read and review!_


	6. The Reaper Cometh

_SZ: Welcome one and all to the very first original chapter/episode of this story!_

_Z0: By that this chapter isn't based on any existing episode, or content, so we are gonna go off the walls crazy. *gives GT the Omnitrix* His turn to have fun._

_SZ:...Oh crud._

_Z0: Oh relax...it has no Master control….but his roster of 10 are the most destructive aliens with in the cannon….so…._

_SZ;...*runs off*we don't own anything aside from original content!_

_GT: ...Why the most destructive? *puts it on*_

_Z0: Cause I know you. *gives skeptic eyes to keep him from lying*_

_GT: Eh, fair. *turns into Greymatter and goes into a vent*_

_Z0: That might not look like it...but give him a few minutes and…*alarm goes off* Yep he set my atomic bed to go critical. _

_*wall explodes as a truck-sized Kiryu enters*_

_GT-Greymatter: *laughs inside of it while wrecking the place* I stole your atomic bed for the power source! *Kiryu fires atomic breath at the camera*_

* * *

It was a few days after the whole incident with a certain universe destroying bomb, which for safety's sake was locked away deep in the Plumber base evidence wing. They also tried to catch the Vreedles...but...their ship exploded in orbit. To the confusion of Makoto and Tsubaki...no one seemed concerned or even worried. Normalcy...or what was considered normalcy to the Plumbers had returned, basic patrol, bust another villain, and then victory smoothies (or chili fries if it were at night). Speaking of…

"Okay...so Rath? Not the best choice," Ben shrugged, sipping his drink.

"You tore apart a city block…" Rook argued before taking a sip of his own order.

"So now we know...Fistrick and Rath should never be in the same room," Ben smiled.

"Ya think?" Makoto deadpanned a bit, wearing a pink tee with white trim and a jean skirt.

"Hey you're one to talk," Ben argued, "You went nuts-no pun intended-on those goons of his after one of them snatched your tail."

"Hey! Only my friends and family can touch the tail," Makoto replied.

"And yet you use it as a means of attack at times," Tsubaki countered, wearing a sky-blue sundress with a crescent moon-shaped locket on her neck.

"Hey. It's perfect if any goon or perv tries to sneak up on me," Makoto countered back, _'Like a certain lazy perverted drunk I shall not name…'_

"I shall admit, Makoto's tail makes for an impressive limb in combat. Many alien species develop entire martial arts just based on using a strong prehensile tail in combat," Rook added.

"Oh?" Makoto asked with interest, "Really now?"

"Yes. I met a great deal of these aliens in the academy," Rook smiled, "I did not know tails could be so useful. For my kind, they are merely temporary."

"Wait. You had a tail?" Makoto and Ben blinked at that.

"When I was a child, yes," Rook simply nodded, "It fell off when I turned thirteen."

"...I don't know why, but I'm having flashbacks to an experiment my former boss made me do…" Makoto whispered as she paled.

"What was the experiment?"

"I can't recall...It was some type of candy...and it made my tail come off and become sentient!" Makoto exclaimed.

"..." Tsubaki raised a brow in disbelief.

"What? It's true! ...Or it could've been a food-induced dream I had after I ate all that lo-mein at that Chinese place in Orient town."

"Food dream…" both males added their opinion.

"Honestly…" Tsubaki sighed, "...While we're on topic sorta...who_ was_ your former boss, Makoto?"

"?!" Makoto nearly gagged on her smoothie at that, "...Ano...n...no one."

"Really?" Ben blinked, "Didn't you once tell me you were a double agent?"

"...Uh…..nooooo….." Makoto replied, her eyes darting back and forth as she tried not to look at the stern glare Tsubaki gave her.

"Makoto Nanaya…."

Makoto tried to stay silent as she tried to avoid the glare, the Beastkin sweating bullets as her tail swayed nervously, "...Okay, okay! I used to be in the NOL'S Intelligence Department and was also working for Sector Seven!"

Ben and Rook turned to Tsubaki for the explanation as to why that was so important.

"Sector Seven is the opposing organization of the NOL," Tsubaki explained, "Where as the latter mainly focuses on Ars Magus, the former focuses on researching Seithr and Ars Magus…You could say they're both the polar opposite of each other," she then glared a bit at Makoto, "And you were working with Sector Seven?"

"Can you blame me with how shady and corrupt the NOL was?!" Makoto shouted.

"...Considering the new information from this time travelling, I suppose not," Tsubaki admitted, "...But now I'm curious...who exactly did you work for?"

"...noe."

"Hmm?"

"I...worked for Kokonoe."

"?!" Tsubaki tensed at that, "...You worked...for one of, if not _the, _smartest person...in our time?"

"Eh heh….yeah…" Makoto sheepishly replied, "I'll say this though...she can be really moody."

"Eh, smartest person in your time on Earth, maybe," Ben noted with a shrug.

"Huh? Who's the smartest person now then?" Makoto asked.

"Azmuth, the First Thinker," Rook replied.

"That makes sense...but he can't still be alive in our time." Makoto stated.

"Oh no he can." Ben added, making her blink in confusion, "Galvans live a really long time. He's probably pushing on his thousands...and his dad is even older than that. Oddly Galvans seem to get younger looking as they grow old…"

"...Wow. That shut me up," Makoto admitted, "Though...be lucky Kokonoe's not here, Ben."

"...why?"

"That," Makoto replied, pointing at the Omnitrix, "She would try to snatch it to examine it...or most likely upgrade it."

"Well I'd welcome the upgrade...but good luck getting it off." Ben explained, "I mean...I can now remove it at will...but anyone but me? ...Yeah, that's not pretty. Kevin tried it with the old one. It almost fried his DNA and if he didn't have the power to absorb energy...yeesh."

"Huh?" Makoto pondered.

"It's bonded to my arm at the genetic level," Ben explained, "Remember when I told you I got grounded when I was fifteen? Dad tried every single tool in the garage to get the original Omnitrix off and broke every single one."

"It is true. Whatever Azmuth made the Omnitrix from...it is quite unbreakable," Rook added, "Ironically, legend says that its Self-Destruct Mode even has the power to take the entire universe with it."

"...I would say she'd welcome the challenge, but I bet even she wouldn't try to take it after hearing that," Makoto whispered with wide eyes.

"By the way, the self destruct thing is true. It almost happened when I was 10. And to explain how that works is the normal Self Destruct Mode charges for several days 'till it can do that, but a small charge of 30 seconds rivals a grenade to the face," Ben added, "As for that first time, well I had to go on an epic space quest with my alien friend Tetrax, lots of danger and drama along the way including my first encounter with actual Florauna that I didn't turn into, and I met Azmuth...who was...and still is a bit of a jerk. But the good thing was that it unlocked Way Big!"

"Way Big?"

"Yeah! He's one of my heaviest hitters! He's a literal giant kaiju of an alien!" Ben cheered.

"Wait. Kaiju?"

"...Maybe I should've put it like this...ever heard of a series called Ultraman?"

"...YOU CAN BECOME ONE?!" Makoto excitedly asked with stars in her eyes, tail swishing excitedly.

"Yep." he smiled, "Just shy of my strongest...after Alien X of course…"

"...Please ch-"

"No," Tsubaki spoke.

"But Tsubaki~!" Makoto whined.

"We can't just let him become some giant in the middle of broad daylight. His regular aliens are excusable...but that's not enough to justify an alien that big," she pointed out.

"He did wreck most of Bellwood that one time…" Ben muttered at the memory, "To be fair...I had to fight an evil copy of his species…"

"...That just makes me want to see it even more!"

"To be fair, To'kustars are a rare species and are considered very peaceful ordinarily. I do not think having one just appear would be a good idea," Rook added.

"Ben~"

"Well, we could go to the desert if you really want to see Way Big," Ben offered, "Before the Plumbers made a base here in Bellwood, that's where I normally went to train."

"..."

"...What? You a-WOAH!" Ben yelped when he was suddenly dragged off at high speeds.

"...What just happened?" Rook blinked.

"Makoto happened," Tsubaki sighed as she threw away her empty cup, "We better follow them."

"Hmm? You s-"

"When you've known someone as excitable as Makoto for as long as I have...you eventually get used to it," Tsubaki replied.

"I feel like mayhaps we should always travel as a quartet…" Rook admitted.

"You haven't been able to figure out just the right timing for your discipline technique?" Tsubaki asked.

"Regretfully I have not," Rook replied.

"We can discuss it while going after them," Tsubaki assured.

"...Fair enough."

* * *

"How'd we get here so fast!?" Ben panicked, seeing they were now in the desert outside of town.

"I broke so many records at the academy's track," Makoto replied, "So where is it that you used to practice at?"

"...I think we're not too far from it," Ben replied as he looked around.

"Where specifically?! Details, man, details!" Makoto demanded, grabbing his shoulders as she shook him, "I wanna see an Ultram-I mean Way Big!"

"Calm down!" he complained, "I'll show ya already...yeesh."

"...Sorry," Makoto said, taking her hands off him as she stepped back, "Go ahead."

Ben activated his Omnitrix. Cycling through his options, he smirked as he came upon a face. Upon pressing down on it, Ben was engulfed in a green flash...while Makoto was engulfed in a shadow as she looked up with wide, excited eyes...before pouting. Before her, standing at twelve feet in height, was a humanoid dinosaur with thick brown skin and a green bandolier with the Omnitrix on it. He was muscular with a square head and a long tail.

"That's not an Ultraman," Makoto pouted.

"Huh?" the alien looked at himself, "No, but this is Humungousaur!" he smiled, flexing his arms, "One of my heaviest hitters; this guy can actually lift Way Big!" he cheered as he actually began growing until he towered over Makoto at nearly 60 feet, plates of armor growing from his arms and shoulders, spikes along his back, and four black spikes from his tail; his toe claws grew out as spikes formed along the sides of his head, "And he can do this!"

"...Oh I am feeling tingly in my naughty bits," Makoto whispered before shouting, "EEEEE! You're huge! You're like a big brown Godzilla!"

"Ah...I wish...atomic breath would be so cool!" he chuckled with a grin before sighing, "I use to be able to make him go Ultimate but Azmuth really didn't like that power. He says it hurts the aliens."

"What could he do?" Makoto asked.

"Well, he lost the ability to grow big, but he got a lot more armor and…" he held up a fist, "My fists? They'd turn into missile launchers for bone missiles!" he bopped a fist into his palm, "Oh yeah...Gotta ask Azmuth just where those guys went."

"Guys?" Makoto asked.

"Well, another side effect was that my more used Ultimates? Yeah, they gained sentience and Azmuth showed up and got them out of the Ultimatrix and took them to a planet," Humungousaur explained, "If I knew where he took them, we could totally go see them."

"Your aliens...gained sentience…" Makoto blinked.

"Not the first time...also not the worst time either…" he sighed as he changed back to Ben, "That would have to go to one of my first aliens ever: Ghostfreak."

"From the name alone, I'm getting chills," Makoto noted.

"He was essentially a ghost in every sense," Ben added, "I could go invisible, phase through matter, and fly. But every time I turned into him, it felt...weird. Even worse was whenever I was angry before changing. The first time I did, I scared an old enemy of mine Zombozo so bad he had a panic attack." he explained, "It's like Ghostfreak was...feeding off my anger and frustration to get stronger. It got to the point he even talked to me in my dreams...and finally took control of me when I became him."

"He what?" Makoto gawked.

"Apparently, Ectonurites have their minds inside of their very DNA. Meaning that his mind was inside of the Codon Stream which then went into the Omnitrix," Ben noted.

"Code-what?"

"A literal river of DNA turned into Data and sent to the Omnitrix," Ben explained, "The new one doesn't do that, though. Its entire alien roster is all digitized and stored in here now." he motioned to the Omnitrix, "But...that probably doesn't fix Ghostfreak...I unlocked his DNA a while back...but haven't used him since. I...don't want to have to share a head with him again…Worse since when we fuse...he's stronger then normal."

"Yeesh. A big ol' double-edge sword right there," Makoto cringed.

"Yep. Which is why when I need someone that acts like a ghost, I go with Big Chill," Ben shrugged, "He hasn't made me go evil." he paused for a moment in thought, "He did kinda take over once though...but that was more a genetic necessity…"

"Genetic Necessity? Like what?"

"...Giving….birth…"

"...Alien guy says what?" Makoto asked, her eyes wide.

"So...It seems that Big Chill's race, Necrofriggians, are Asexual...IE no male or female. To populate they reproduce asexually...every 80 years. Which...guess what...was just a little over a year or two ago…" he muttered, "So he took over my mind, made me go him, and eat all the metal in Bellwood. He even drank molten steel...and then formed a nest here in the desert...to lay...eggs."

"...You have alien babies?" Makoto asked.

"Yes," Ben sighed as he pointed at space, "They are up there in space, eating solar plasma. Turns out their race don't raise their young."

"Well, that kinda sucks. That kinda behavior reminds me of some nature documentaries that Noel found during our second year," Makoto noted before snickering, "Hey, Ben? Got a bear form in there and some black and white hair dye?"

"A bear? Not really, no. ...Wait, why hair dye?"

"Tsubaki's afraid of pandas."

"Wait...pandas...as in the cuddly adorable bamboo eating bears that are beloved by the entire world?" Ben asked for clarification.

"She says that's just a front to hide how 'evil' they are."

"Well...Maybe when I do get one, we can do that," Ben shrugged, "But only for Halloween or April Fools Day."

"Sweet! I…" Makoto began before tensing, "..."

"...What?" Ben blinked before noticing the look of fear on her face, "...She's standing right behind me, isn't she?"

"Makoto Acornia Nanaya...Benjamin Kirby Tennyson…" Tsubaki began in a very serious tone, a firm stern frown on her face.

"AH! She middle named us!" Ben panicked, running away with his hands in the air.

"Flee!" Makoto panicked, running after Ben.

"Rook, allow me to teach you a new technique for punishment," Tsubaki informed as she pulled out her paper folding fan.

"What is it?" Rook asked.

Tsubaki reeled her arm back before throwing the paper fan. It went through the air before smacking Makoto on the top of her head. Makoto yelped as the pain made her trip on a rock and send her tumbling into Ben and sending the two down to the ground.

"Aim," Tsubaki replied.

"Ow…" Ben and Makoto groaned, their eyes replaced with swirls as they laid on top of one another.

"That...seems as though it should not have worked…" Rook muttered, "And you are afraid of Pandas?"

"They're vicious! They may try to lure you in with their cuteness, but they are evil! EVIL!"

"...Apologies. I should not have asked…" Rook whispered as he cautiously stepped away from her, _'I do not think I shall ever fully understand humans...even if they are among the greatest Plumbers in galactic history…' _

* * *

Back in Undertown, the street's many alien residents quickly jumped to the side as another alien thug was sent gliding down the road. After he hit something, the alien civilians went back to their original paths. The one responsible for this sighed as he fixed his red jacket.

"Tell your dumbass boss if he wants a word with me, come meet me himself so I can collect his teeth!" he shouted, walking back into a bar called the 'Black Hole.'

"And undefeated as usual since you arrived," the bartender, a Tetramand with a big beard, noted as he cleaned two cups at once with his four limbs, "Thanks for taking it outside of the bar. Just paid off the holes from that Buglizard that rampaged through here a few weeks back."

"No problem…" the man replied as he sat down, "...Seriously I hate assholes like that. Thinking they can do whatever they want because they're either big or because of who their boss is."

"Ah...What you gonna do? Undertown sucks in not just the humble of folks, but also the worst of the worst," the bartender sighed before using his lower set of arms to clean the counter and his upper set to mix a drink together, "But guys like you make it a little better. At least you ain't a Red spot."

"Uh…" he looked at his jacket.

"No, it's what we call the galactic cops; the Plumbers." he explained, noting his look of confusion, "Never heard of 'em?"

"Nope," he replied, "Fell asleep by a river for the night and then I wake up here."

"I wouldn't put it past some loser thinking you're a human-alien hybrid worth selling to a gladiator arena." he shrugged, "Seems those kinds get lots of views for 'em. Specially after that time someone got an Osmosian and the Omnitrix kid to fight in one six years back."

"I'm...just gonna pretend like I understand that…" he muttered before a drink was placed before him, "?"

"Ah don't worry this is made with only Earth ingredients. On the house for not busting a hole in my wall." he smiled.

"...Heh. Thanks," the man thanked.

"Don't expect it each time though, kid. Next time you want a drink, better have some Taydens."

"Right…"

"Intergalactic currency. Current rate of trade? Fifty terran United States dollars for one Tayden," the bartender explained, "But you can easily earn 'em doin' jobs on the town job board in the square."

"It sounds like a video game…" he muttered.

"We get that a lot," he shrugged, "But hey, Undertown is a small unorganized place so we gotta keep people busy. Last thing we need is some dumb kid climbing out and spooking the humans up top. Bit of a mixed rep up there. Especially with that WIll Harangue guy."

"Will Harangue?" Ragna pondered before a nearby TV began to play a tune.

"Ah, that's him on the screen," the bartender replied, pointing with his lower right hand at it.

"He looks like an asshole."

"And he totally is! But he's got a community of dumb humans who band together with his nonsense, so he's not exactly without some dangers," the bartender sighed, "Some of these here punk kids are bad news, but the Plumbers take care of 'em. The rest are just your normal immigrants, some looking to get away from the nonsense in space, some banishment, others just got no place else to go."

=In our normal Segment 'Tennyson Watch,' just an hour ago, Ben Tennyson once more endangered the lives of innocents dealing with problems he caused!= Harangue informed as the screen changed to a feed of Bloxx being smacked into a post, bending it.

"Wait...isn't that footage cropped?" the white haired human realized, "Where's the rest?"

"Yeah. This guy has a real bone to pick with the Omnitrix kid…" the Bartender sighed, "Kid saves this world from the likes of Vilgax and the High Breed...but yet one of his own kind treats him like the bad guy...I don't get you humans some days."

"I don't either….I don't either…" he sighed.

=And to top it off, it seems he's got a human to unwittingly assist him! What does he have on her? The poor dear must be being kept hostage and is forced to work alongside him and his army of freaks!=

"Translation: he has a new human partner that doesn't think he's a menace to society," the bartender 'translated' for Harangue as the screen showed Tsubaki running over to Bloxx as he turned back into Ben before cutting to her skidding along the street and hit back-first into a wall.

"Those edits are...horrible and I don't even know how to edit…" he groaned, his head hurting from seeing someone trying to pass this off as one single shot, "...He'd be the perfect Spokesperson for the NOL."

"Who?"

"Really corrupt assholes where if you don't follow them or their leader, or threaten either in any way shape or form. No matter who you are or how old you are, they _will_ kill you on the spot or you'll be put on their shitlist."

"Well you sound like you've had a hell of an adventure…" he chuckled, believing it, "Ah...man, no wonder you're so at home here in Undertown. You're just like a lot of us: from one crazy place with even crazier people in charge."

"...Yeah...only difference is where I'm from…" the man began as he turned, "I'm the most wanted person on the entire planet."

"Yeesh...what did you do?"

"Destroyed a few NOL bases."

"...That doesn't sound…" the bartender began before the white-haired man pulled out a wanted poster, "..."

"...Ignore the picture and look at the reward…"

"I am and I am impressed. These NOL guys must really want you dead," the Tetramand noted, "Though props for avoiding getting an actual picture and getting a bad sketch instead. Adds a layer for hiding in plain sight."

"...Never thought of that…" the man muttered before his eye twitched a bit as he looked at his own poster, "...Just wish they didn't make it look like I got kicked in the junk...while constipated."

"...Least you came out unscathed."

"Heh. Yeah, right. You would not believe the number of bounty hunters, Vigilanties, and NOL soldiers that managed to get a lucky hit on me," the man snorted, "In fact...I'm lucky I'm even alive right now."

"Hey. Be happy you ain't from my home planet, kid!" the Bartender laughed, "There...the women are in charge." he shuddered, "And may the afterlife be merciful because they most certainly are not."

"Ex-wife or arranged marriage?" he asked, reading the mood.

"Ex-wife and hoo boy...forgetting our anniversaries...WORST days of my life."

"By any chance are females on your world ironically stronger?"

"Why yes they are," he replied, "Name's Thrax."

"...Ragna. Ragna the Bloodedge...but just call me Ragna."

"Nice to meet ya Ragna," he laughed.

"You don't have a comment on the latter part of my name?" he blinked.

"Kid, on my world my Father-in-law had the title 'Crusher of Skulls.' Where I'm from, it's the most normal thing ever."

"...heh..noted," Ragna chuckled a bit.

"...Something funny?"

"No no. Just...haven't talked with someone like this without some asshat trying to come for my head in...ever."

"...well y-"

=Time to pay up!=

"...Excuse me, Thrax," Ragna frowned as he got up, "I have some dumbasses to reteach…"

"I'll call the Red spots to send a medical transport," he sighed as Ragna stepped out.

"Ok...where are you…?" Ragna muttered as he looked around the streets, a hand on his sword before he spotted a certain trio, the lead one holding someone up.

=Okay punk...you got to the count of five to cough it up or else= Bubblehead demanded from his captive as he aimed a blaster at his head.

"But...I…"

"Hey dumbasses!"

"Bagawk! Not him again!" Liam freaked as the three turned to see Ragna approached them, cracking his knuckles.

"How many times do I have to teach you three dumbasses a lesson?"

"Uh...what lesson?" Fistina questioned.

"Don't ask! Bagawk!" Liam panicked.

"So...how's about dropping the poor guy before I pound my fist into you three again?" Ragna asked as he smirked a bit, "Especially the chicken...Haven't had a good BBQ meal in a long while."

=Liam...HEY!= Bubblehead shouted when the alien rooster ran past him.

"I WANNA LIVE!" he cried, running down the road before jumping into the giant underground river within Undertown.

"...And you two?" Ragna asked the two remaining thugs.

=...You don't scare us easily=

"Fine. I tried to warn you…" Ragna rolled his eyes as he approached, gripping his sword's handle, "Now prepare to face the reaper…"

* * *

Ben and Makoto groaned, nursing bumps on their heads as they sat back at Plumber HQ. Tsubaki and Rook were busy nearby, talking over some work with Patelliday. Primarily, a new route in Undertown needed to be patrolled after recent reports of excessive fights and calls to collect beaten and battered thugs. It seemed the figure was hurting criminals who threatened businesses or caused a problem, which wasn't much of an issue; but still, to prevent escalation of the situation a patrol in the area would be beneficial.

"And that's about all we have on the situation, kids." Patelliday sighed, "He's not a dangerous figure, but I fear he could push those idiots to upping the stakes. If you could walk around this section a couple times a week and spook them, it might keep someone from taking things too far."

"Understood," Tsubaki nodded, "Ben, Makoto. You're with me. Rook…" she leaned in and whispered to him, "Take over for that little side project of ours."

"Understood," Rook nodded, "I have been looking for a little monitor time to send mail to my family back home. I promised my younger brother I would write to him all about Ben."

"About...Ben?" Tsubaki asked as Ben, currently as Big Chill, used his power to make an ice pack for Makoto.

"He is a bit of a famous figure in space. He even has Externet shows about him." Rook smiled, "My how the image changes when translated to entertainment. But best not to tell him. His cranium is large enough as is...Um...Did I say that right?"

"...Close, Rook...close," Makoto spoke, holding a bag of crushed ice on the bump on her head.

"Hm?" Big Chill pondered.

"Eh, he tried to use a saying right," Makoto explained.

"Ahh."

* * *

"So who do you think this guy is?" Makoto pondered as the trio were heading towards UnderTown, the girls in their armor.

"The reports say he looks human...but his strength is beyond that of a normal human. Some claim he is close to a Tetramand," Tsubaki explained as she read the report, "Not much...just that he likes to be left in peace, frequents a bar in town, and he will beat up any criminal who bothers him or causes a commotion."

"...Sounds a lot like a vigilante," Ben noted, "But I mean...he seems kinda harmless. At least he's just beating up bad guys."

"Yes, but it seems he caused more of a ruckus than you, Rook, and Makoto did during your first time in Undertown," Tsubaki stated.

"It was the Buglizard!" Makoto argued.

"And Psyphon from what I've read on the reports."

"Oh, did you ever have to pay those fines?" Makoto asked Ben.

"Shh!" he hissed.

"...What f-" Tsubaki began.

"BA-GANGWAY!" Liam's voice shouted, making them look forward just as the space rooster ran towards and then them, a look of utter fear on his face.

"Was that Liam?" Ben asked.

"I'll get him," Makoto sighed as she ran after him, quickly tackling Liam from behind before pinning him on the ground, "Okay buddy, spill. Why were you running?"

"I don't want to be a-bagawk!-A BBQ dinner!" Liam exclaimed, "Especially not to that psycho who calls himself a reaper!"

"Hey...what...wait. Reaper?" Ben questioned before Liam got out from underneath Makoto and began to run once more.

"Hey, Chicken Little, come back here and tell us stuff!" Makoto snapped, grabbing a wooden bench and tossing it like a javelin, striking him down mid-step, "I'll pay for that…" she sheepishly whispered to a shop owner.

"Ow…" Liam groaned as he slowly looked up, seeing the three Plumber agents looking down at him.

"Who is this 'Reaper' you're speaking about?" Tsubaki asked him.

"He just showed up one day just as we were shaking down this one guy for payment! He beat every single one of us...I thought I was gonna die!" Liam exclaimed.

"...Any specific details about them?"

"Bukaw...W-Wh-White hair, a r-rawrk-red jacket, really buck-buck-buck-big sword, and...those eyes...those green and blue eyes of his!"

"?!" Makoto tensed at that, "...Did...did he happen to call himself…'Bloodedge' by any chance?"

"He's never said anything 'bout his name and calls his title a reaper!"

"...Is….is he from your time?" Ben asked, noticing Makoto's twitch.

"Considering he's the most wanted man in the world in my timeline...yes….yes he is…" Makoto nervously nodded.

"Wait wait wait...let me guess...wanted by the NOL?" Ben sighed, "What? Is he some kind of rebellion leader?"

"No...he took down a few NOL bases..._by himself_."

"And your point being…?"

"They're nigh-impenetrable," Makoto explained.

"I've heard that before…" Ben rolled his eyes, "The Forever Knights castles were considered that before Humungousaur tore them down."

"...He could tear down _metal _walls with just a punch?"

"Makoto...who exactly are you talking about?" Tsubaki asked.

"...Ragna the Bloodedge, otherwise known as the Grim Reaper."

"Tennyson left already, bawk…" Liam spoke.

"...Oh for…" Tsubaki facepalmed, "Makoto...please go after h-"

"She left, too."

"..." Tsubaki gave him a stern look.

"I'll, baw-bawk, shut up?"

"Please do…"

* * *

"Alright…" Ragna spoke as he put the grill back on the front of the bus, "Give it a try."

The bus driver nodded before turning the ignition key. The engine roared to life at that and the driver gave a thumbs up to Ragna.

"Thanks, man. Was worried that I'd have to cancel my route today," he thanked as he tossed Ragna a small bag of Tayden.

"No prob," Ragna replied, "Just be easier on the throttle and try to stop when someone's in the road. They may be tough from collisions at high speeds, but your bus ain't."

"Gotcha," the driver nodded as he drove off.

"...Okay...got some money finally…" Ragna muttered as he began to look around, "Time to find something to eat…Wonder if Thrax knows any good places to eat?"

"Ben, stop before you get yourself killed, both figuratively and literally!"

"Too late! Already picking the alien!"

"...The hell?" Ragna raised a brow as he turned, only to flinch upon the flash of green light, "The hell?!"

"Brainstorm! Oh for goodness sakes. I was selecting FourArms," a well-mannered voice spoke in a British accent.

"...The hell?" Ragna raised a brow as he opened his eyes, seeing a dark brown/orange crab-like Alien standing across from him, standing on six legs and a pair of long, thin arms ending in pincers, its brown shell had a green bracer around what would be its neck with the Omnitrix located in the center, its large bulbous head had two plates at the top that seemed perforated to open with a black and green stripe going across this perforation, a similar stripe forming a sort of loin cloth along his lower portion of his body. "...Welp. I have officially seen everything weird…Still..." he gripped his sword handle, "You work for the same guy as that bubble-headed dumbass, or are you some sort of weird-ass bounty hunter?"

"Hmph. As if I would be involved with such a deplorable profession," the crab replied in the voice Ragna heard, his mouth not really moving as he spoke, with his claws crossed in annoyance "However, you seem to match the description of the daring rogue whom has spent several days down here."

"...And what if I am?" Ragna cautiously asked, slowly getting into a fighting position.

"I am a member of the Plumbers. I am here to evaluate the situation down here and ensure the ecology you seem to have built down here for yourself doesn't...how would you say…" Brainstorm muttered, trying to think of a wording that would make universal sense to Ragna.

"So shit doesn't hit the fan?" Makoto asked as she ran up next to Brainstorm.

"Ugh...yes...that vulgarity…" Brainstorm shuddered.

"...Listen. I don't know what you heard, but the only thing I've done is keep a bunch of assholes from harassing the people here and shaking them down out of their hard-earned money...Not too long ago, I had to stop Bubble Head-seriously who comes up with these names?-and his two dumbasses from assaulting someone," Ragna stated.

"Yes...their names are odd," Brainstorm sighed.

"You're called Brainstorm…" Makoto pointed out.

"Don't you begin that with me, Ms. Nanaya! We would not be here right now had you not sought to provoke my masculine ego in a futile attempt to get a rise out of me and one up me," Brainstorm argued, pointing at her, "So unless you have something to say that will fix this mess, I am all ears...by which I mean I am listening intently and carefully. Wouldn't want you to make the mistake that this alien's power is audio based."

"..."

"Oh bugger...I've poked the proverbial bear, have I not?" he asked with a sigh.

"Considering she's a Beastkin and a polar bear one that tried to take my head turned a house into splinters with a punch...yep," Ragna replied.

"Ah...well...Good day to you, Mr. Bloodedge. Please do refrain from escalating the crime rate...we shall leave you to your business...Running!" he cried scurrying off, even running up a wall.

"BEN, GET BACK HERE!" Makoto snapped as she chased after him.

"...That happened…" Ragna muttered as he walked off

* * *

"Where did they go…?" Tsubaki sighed.

"Back! Back vile angry woman!" Brainstorm shouted, running along the walls of several buildings, "This shell protects only a wonderful mind!"

"You're lucky I don't have a nutcracker!" Makoto shouted as she continued to chase after him.

"Too easy…" Brainstorm muttered while standing atop a building, "Overshoot the jump." he said as he ducked his head down just in time for Makoto to miss and fly right over him, "Land in the double decker tour bus." he added as exactly that happened, "Estimated time until she returns to attempt to destroy me...thirty minutes."

"...What did you do…?" Tsubaki sighed.

"In layman's terms….I overestimated what I could get away with saying….and poked the proverbial bear," Brainstorm sighed, scaling down the building and standing before her.

"So this is what a Cerebrocrustacean looks like," Tsubaki noted, "It is interesting. Though you are going to apologize to her later."

"I know…" he sighed, "But irregardless, we did find Mr. Bloodedge. It seems he...well it seems as though he is happy here. Well happy as one can be in this strange town."

"...I see," Tsubaki noted, taking out a notepad as she wrote it down, "...Did he say anything else?"

"Yes. It would seem he has been stopping some shake downs and assaults caused by some local thugs, including Bubble Head and his fellow group of troubled misfits."

"Of course," Tsubaki noted.

"Though I must inquire: how are they out of their cells?"

"A Galvan lawyer used a loophole for their early release," Tsubaki explained.

"...Galvan...Lawyer….?" Brainstorm repeated, an annoyed tone in his voice as he changed back into Ben, "He didn't give you his card, did he?"

"I take it you've met him?"

"Several times," Ben replied, digging around in his hoodie and pulling out a futuristic card for emphasis, "Every time I got a bad guy locked up while he's on Earth? He uses a loophole to get them an early release...right after they go into their cell!"

"Really?"

"Yeah...and he had the nerve to give me his card in case I ever ended up in court," Ben groaned.

"Of course," Tsubaki sighed.

"Like that'll ever happen. Last time I went to court, they ruled in my favor instantly," Ben complained, "I mean...I did…"

"Save the universe...I know…" Tsubaki sighed.

"You girls really suck the fun out of that…" Ben sighed, "But...I think I know what Alien X borrowed now...if this Ragna guy is here...chances are tons more folks from your time are here, too."

"?!" Tsubaki's eyes widened at that, "...You might be right…but who else c-"

"Ben!" Makoto snapped as she stomped into the area, "You got a lot to…"

"Makoto, stop," Tsubaki held a hand up, "We think we know what Alien X borrowed."

"...Eh?" Makoto blinked, anger replaced with confusion.

"If Ragna the Bloodedge is here, then most likely...other people from our time might be here, too." Tsubaki explained, waiting a few seconds to let it fully sink in.

"...Gah! Why didn't I think of that?!" Makoto gawked.

"The question remains: how do we find them?" Tsubaki pondered.

"Oh Professor Paradox would really be handy right about now!" Ben complained, sitting down on a bench. Right beside him was an elder man dressed in a white lab coat chewing away at some gumballs.

"Gumball?" he asked, holding the bag up to Ben.

"...You've been sitting there this entire time, haven't you?" Ben asked in a deadpanned tone.

"No, not the entire time...just up until you shouted my name," he smiled happily, "Though I was expecting you to have Rook here...oh well he'll have to meet me for the first time later. Or have met me...my verb tense and time travel are nigh impossible."

"Uhm...Who and how?" Makoto asked.

"Ah Makoto. So good to see you again...well then again, the first time I met you is rather further into the future so this will make no sense to you...so...is this the first time you've met me?" the man pondered while standing up, "Hmm...no matter, I am here because it seems some young children have been messing with the time space continuum,"

"Blame her for making Clockwork throw up," Ben replied, pointing at Makoto.

"...Really? You're gonna pull that again?" Makoto asked, giving Ben an annoyed look, "You're the one who didn't bother to check what Alien to pick before you...know what? Nevermind...not important right now."

"Actually, it is a bit important," Paradox noted, "You see, you and those from your time are soaked in residue from Seithr. It creates a field around you that, when seen by a Chronosapien, causes them to lose control of their powers for a brief moment."

"Ha! I knew…" Ben began before blinking, "...wait. So we did break time?!"

"No, Ben, you did not break time," he sighed, "Rather, you are changing it." he explained simply, "You girls are worrying this is a closed time loop. The Bootstrap Paradox in which you were destined to come here and so forth. No, that is not the case; but you were destined to come here...From the moment Makoto entered this time...a new destiny was forged. One I'm rather interested in, actually." he smiled.

"I...I don't get it…" Makoto muttered.

"Welcome to my world…" Ben sighed.

"Oh please, Ben, you understand just fine...It's just easier to be lazy and not grasp it," Paradox smiled.

"Hey…"

"Hold…" Tsubaki spoke, holding a hand up as she looked at Paradox, "What 'new destiny' are you talking about?"

"Well, Miss Yayoi, that would be telling now..wouldn't it?" he smiled, "I can not tell you what this new destiny is...but...I will give you a hint to it."

"A hint?" Makoto repeated.

"Make it up for yourselves," he smiled happily, making them nearly trip up, "I want to see the new destiny you all make in this new potential world. For I think this one...could really turn into a nice one for everybody."

"...Noted," Tsubaki sighed a bit, "Then let me ask this; Aside from Ragna the Bloodedge, is there anyone else from our timeline here?"

"Yes. While I cannot say who, I will say this…" Paradox paused as he stood up, "You and Miss Nanaya know this one individual really well, and they are waiting for you."

"?" The two blinked.

"...I am so lost right now…" Makoto muttered.

"Uh...best translation, friend of yours is here...and he or she needs your help." Ben explained.

"There it is." Paradox smiled, "Now I'm off now. Cheerio!"

"Wait, what?" Makoto blinked before jumping, "He's gone?!"

"He's, as Azmuth calls him, a time walker," Ben explained, "He exists outside of time and can go any_when_ he wants as if walking across the street."

"...Just when I think the past doesn't have anymore surprises...it gives me more…" Tsubaki whispered, "...But now the question is...which of our friends was he talking about?"

"He was talking to you and me specifically at once…" Makoto noted, "Let's think which of our friends we both care about a lot, and we know would need our help most of all…"

"But who? We know Mai could handle herself, and Kajun is with her most of the time, so…" Tsubaki paused as her eyes began to widen in realization, "...Noel."

"?!" Makoto's eyes widened at that, "Ben, any chance you can lock out your aliens that look like giant bugs?"

"...Your friend is afraid of bugs?"

"Aside from butterflies...to the point where she'll either faint, or run away screaming."

"Ahh...shouldn't t-"

=Ugh...stupid 'reaper'...= the trio turned to see Bubble Head staggering nearby, his dome cracked and bits of his body sparking =The boss wanted us to gather more Tayden for parts, and now we got this guy interfering...well maybe he won't be so smart once we show him that girl we got as a hostage=

"..."

"..."

=Still...what kind of human girl carries guns that big, but is too nervous t-AHH!= Bubble Head freaked when he was suddenly lifted up =H-hey! Let go y….oh no...not you again!=

"This girl...what did she look like?" Makoto demanded in a _very _serious tone, eyes narrowed.

=AH! OH NO! NOT YOU!= he panicked before he was slammed down. He then looked up as both girls glared down at him with the most fear inducing looks of anger possible =Wait! Wait!= he panicked, holding his hands up =I'll talk! Just please don't break the suit! It's hard to breath as is!=

"Then tell us or else," Tsubaki demanded before motioning to Makoto, "My friend here...well, I recalled another friend of mine once shared notes on her strongest punch. It has enough force to leave a fist imprint on a moon sized meteor..._before causing it to shatter_."

"In case you're wondering…" Makoto began as she cracked her knuckles, "That's the force of 30 trillion million tons of TNT."

"I can't stop them anymore dude, its tell them and hide in a cell where its safe...or don't and always look over your shoulder out here till she gets ya." Ben shrugged as he walked over, "Either way I gotta text my folks so I don't see nothin'." he smiled, turning away.

=...Sh-she looked really nervous and shy, had long blonde hair, an she wore this blue outfit that looked like it belonged on a soldier! Oh, and she had these freakishly large guns!=

"...Where is she?" Tsubaki and Makoto didn't ask...they _demanded_.

=The boss has her! He took her to the new hideout! It's at the docks by the river and has a sign reading Old abandoned warehouse! Just don't kill me!=

"They're not gonna kill you, ya big gas baby." Ben sighed, "But you are going to jail...you just admitted to your crimes and I recorded them." he held up his badge, "Tsubaki please read him his rights carefully. A transport shall be here for him shortly."

=...So? Ch-Chadsmuth can just get us out again a-=

"Rook? Are you still on?" Tsubaki asked, holding Ben's badge up, "If Chadsmuth shows up again and he releases them, he will be put under arrest for aiding wanted criminals in assault and kidnapping."

"Also…"

=Sorry Kid, I don't do kidnapping. A Galvan's gotta have at least one standard. Good luck!= a voice shouted from the card Ben had.

"...Aw m-"

"He'll still be charged for assault if he attempts to release Psyphon and his group," Tsubaki stated.

"Buh-bye Bubble Head." Ben waved.

"And to make sure you don't escape…" Makoto paused before tying his arms and legs together...even his fingers for good measures, "There. No way to reach for buttons, or try and pull anything weird."

=Is this really necessary?= Bubblehead asked, only to get silence in response as the trio walked away =...Hey...hey! You can't just leave me here!=

"Plumbers are already on their way, Bubblehead," Tsubaki informed.

=...Crud= Bubblehead slumped, unaware of Ragna peeking out from a nearby corner before he left, before shouting at them as they fled =And it's Bubble Helmet! _Helmet_! I had it changed!=

* * *

"...Ugh. Where are those idiots?" Psyphon groaned, "I ordered them to get me more Tayden. They better not have lost to that 'reaper' I've been hearing about…"

"Mmm~"

"Oh be silent," Psyphon growled at a tied up figure, "Still...if Tennyson or the 'reaper' tries anything, I'll just pull my trump card out..._you_."

"Mmm…"

"...Now if you'll excuse me, I…" Psyphon began before the area rumbled a bit, "?! Who…?!"

"Ahh! Boss, they got Wilhelm!" one of his thugs screamed outside before a crunching noise was heard, "MY LEG!"

"Oh you have to be kidding me…!" Psyphon growled, "Men, get out there b-"

The doors leading to inside the warehouse he was hiding in were soon slammed open. Makoto slowly lowered her foot as she, Ben, and Tsubaki stood there.

"...Of course it would be you, Tennyson…" Psyphon frowned before smirking, "Fortunately… I have just the thing y-"

"Where is she?" Makoto demanded.

"Hmm?"

"Your hostage...a shy-looking girl with blonde hair," Tsubaki clarfied, a stern glare on her face, "Where is she?"

"Mmm?! Mmm~!" the figure whined before managing to get the cloth off their mouth, "M-Makoto! Tsubaki!"

"I said silence!" Psyphon ordered the tied up figure, about to smack them before one of Makoto's tonfa hit his hand, "Gah!"

"Let us see her…" Makoto frowned as she caught her tonfa, "_Now_."

"I'd do what she says Psyphon." Ben spoke as he transformed into FourArms, "She's in a_ real_ bad mood...and trust me when I say I don't think I could hold her back. Well...even if I wanted too. I kinda wanna see her break you like a KitKat bar."

"...Fine…" Psyphon frowned as he moved out of the way, letting them see his hostage.

Tied up above a vat was a young woman that looked to be a year younger than Makoto and Tsubaki. Despite the rope tying her up, they could still see a one-piece blue and white uniform dress with her small chest covered in black material and her back completely exposed from the middle up. The top of her uniform was white with a red tie. Her binding rope was actually a red set of ropes coming from silver cuffs on her upper arms just over a pair of long blue detached sleeves with black and gold trimming. On her hands were white gloves while she had black stockings on her legs that were covered at her feet by blue, white, and gold shoes. Her long dark-blond hair was a mess while her big green eyes were looking at Tsubaki and Makoto with pleading looks for help.

"Noel!" Makoto gasped.

"...Release her..._now_," Tsubaki ordered.

"Oh, I think not," Psyphon replied, "Either you let me leave with all that I have in here or she goes into the vat."

"Why is it always a vat?" Makoto grumbled before sniffing, "Ugh! What is that stink?!"

"Oh, that? Nothing special...It's merely _depleted blastonium_!" Psyphon declared, earning confused looks, "Oh for...Have none of you heard of it?!"

"No, not really. I figured that was obvious by our confused expressions." FourArms spoke in a cheeky tone.

"...Ugh...my point is if she falls in...well…" Psyphon paused as he chuckled darkly before pulling out a cockroach, making Noel squeak in fear, "I can't guarantee she'll come out…" he dropped it into the vat and a hissing went off as they saw smoke rise up from the vat, "...alive."

"..." FourArms reverted to Ben as he sighed, "Alright, Psyphon...just...hand her over to us and you can go."

"Really...just like that?" he asked, shocked.

"She's an important friend of theirs…" Ben sighed, "And as much as I really hate to admit it...you are at a bit of an...advantage…" he muttered as if visibly sick just saying that sentence, "So just hand her over and get out of here."

"...Well...glad you could see things my way…" Psyphon smirked, "I knew you would try and play the hero, so I made you go with a difficult route…"

"..." Ben's eye twitched a little.

"Just….get going already." Makoto spoke up, realizing he was now pushing the wrong buttons.

"Fine...have a good day…" Psyphon grinned as he began to leave, "Oh...but just one more thing before I leave…"

"...And that is…?" Tsubaki began with a frown before some thugs came out from behind some crates and aimed their blasters at them.

"I didn't say freeing the hostage would be easy…" Psyphon grinned darkly before simply snapping his fingers, "Get them!"

The thugs were about to open fire before the side of the warehouse suddenly exploded in a mix of wood and sawdust, surprising everyone there before one of the thugs was tossed out of the dust cloud. Footsteps echoed from within as a figured approached, obscured by the cloud.

"Okay…" Ragna began as he stepped out of the dust cloud, eyes narrowed as he held his sword over his shoulder, "Who's in charge here?"

"Oh what now!?" Psyphon shouted before he felt a tapping on his shoulder and turned to see Ben transformed into an alien who looked like a tall anthropomorphic feline with black fur with blue fur forming gloves and boots and a thunderbolt stripe down his torso with eye masks and the symbol on the center of his chest.

"Thanks for being distracted," he smiled, picking up Noel and vanishing in a blur.

"E-Eh?!" Noel squeaked in shock as he stopped between Makoto and Tsubaki.

"Nice one!" Makoto beamed, "So who's this kitty? Speedline? TurboKat?"

"His name is Fasttrack," he smiled, handing Noel over to Tsubaki, "I was going for XLR8, but this guy is physically stronger...so better, even if he's a bit slower," he smirked while cracking his knuckles, "Man, I've been ending up with a lot of rarely used ones since I met you girls."

"...Ben, you and Makoto deal with Psyphon," Tsubaki spoke, holding a shaking Noel close while untying the red ropes to let them drop down, "I'll get Noel to a safe distance."

"...Can do."

"...I know I'm not part of your little group, but.." Ragna began as he walked over, stopping next to Makoto and Fasttrack as he cracked his neck a bit, "Mind if I join you for this battle?"

"Plenty to go around," Fasttrack replied.

"...Good…" Ragna nodded before looking up at Psyphon...who swore he saw _death _in the white-haired man's eyes, "Been meaning to knock the leader's teeth out."

"Just as long as you leave something for me to kick," Fasttrack smirked, "Lets kick some tail." he smirked before dashing off and striking several thugs, knocking them away and into the walls of the building.

"IKE!" Makoto yelled as she charged, grabbing a thug's blaster out of his hands before using it like a club to send him flying into a group of them, knocking them over before she tossed the now broken blaster at a thug from above.

Ragna used the flat side of his sword to reflect laser shots aimed at him away as he charged in. He jumped over them before landing in the center of a group. A moment later and the group was thrown violently away by Ragna spinning around with his blade, tearing into their armor. One thug tried to sneak up on him...only to be grabbed and tossed right at Psyphon.

"Gh?!" Psyphon tensed before he moved out of the way, letting the thug crashed into the wall, "What the?! Who goes around tossing people like that?!" _'Aside from Lord Vilgax of course…'_

"Me, pencil neck…" Ragna replied before jumping up onto the platform Psyphon was on ,"And you buddy….you just made my shitlist."

"...Of...of what?" Psyphon nervously asked, not liking the look in Ragna's eyes.

"Dude...really...you worked for Vilgax conquering and destroying worlds. You almost helped make said squid face into a Demon God...and now you're running a shakedown operation and kidnapping people," Fasttrack listed as he held a thug under his arm and repeatedly punched him with his arm moving at super speeds.

"He had many lists, but none with such a vulgar word!" Psyphon argued.

"Wait...Do they not curse in space?" Fasttrack asked, "I mean, I try to avoid it for publicity reasons...but...I noticed not a lot of aliens curse…"

"Well of course we do...we just say them in our own language," Psyphon huffed, "Not unlike you filthy Earthlings and your endless list of vulgar curse words."

"Okay, yeah, we gotta give him that...we got a _ton_ of 'em!" Fasttrack laughed as he tackled into a thug, sending him flying out through a wall.

"And I'm gonna call this cockbite all of them!" Ragna shouted, jumping towards Psyphon.

Gh?!" Psyphon tensed as he quickly floated out of the way of Ragna's lunge, "See?! That is exactly what I am talking about!"

"Yeah yeah, you have sensitive ears. I heard it all before, asshole!" Ragna shouted, slashing his sword at Psyphon, who ducked under several swings, "Frankly I just don't give a fuck." he smirked.

"You vulgar human filth!" he snapped, forming blasters from his arms as he began shooting, only for Ragna to block each blast before swinging his sword and cutting the blasters off his arms, "ARGH! Those were grafted to my arms, you barbarian!"

"Well that was stupid," Ragna snorted, "By the way...know why they call me the reaper down here?" he flicked his sword and the blade shot up to the tip of the black metal it was connected to before flipping back...allowing a blade of black and red flame-like energy to erupt from the bottom of the blade, becoming a scythe, "This."

"Ah…." Fasttrack awed with his eyes becoming stars as he saw that, "That is the most metal thing I have ever scene...and I've seen a lot of awesome things…" he raised his hand and struck a thug in the face when he tried to sneak up on him.

"...Wonder how you'd react to a Nox Nyctores then," Makoto muttered before her tail 'punched' a thug that tried to sneak up on her, making him blink on confusion before her tail hit him again a few times before smacking him into a crate.

"Try and focus on maybe finding cover if what I think is going to happen, happens." Tsubaki spoke as she twisted a thugs arm behind his back and slammed his face into the dirt.

"...Weren't you watching Noel?" Makoto asked.

"She's right….here…" she turned her head, seeing she left where she had been told to wait.

"..." Makoto smiled mischievously at this turn of events.

"...Makoto...wipe that smirk off your f-"

"You messed up~"

"I…!" Tsubaki began before narrowly dodging a thug that tried to stab her.

"Heh...what now? You have nothing to protect you," the thug grinned.

"...I was hoping not to use this until test runs were done, but…" Tsubaki began as she took out a small box, almost resembling Rook's ProtoTool, "Might as well try it."

"...And what exactly i-"

Tsubaki pressed the symbol on it before she tossed the box into the air, causing it to convert and shift until it resembled a shield of sorts. Just as she caught it, she gripped the handle that stuck out the top before pulling it out, a metal blade with a rose-reddish and pink hue to it sticking out of the handle.

"..."

"Okay...now_ that_ is cool," Fasttrack spoke, punching out another thug.

"Oh, he in trouble…" Makoto spoke, tossing a thug into a crate, "Out of me and Noel...not only is Tsubaki a really good tactician...she's an expert sword fighter."

"Uh-oh…." the thug realized just how much trouble he was in. He tensed just as Tsubaki charged at him, prompting him to try and stab her, only for the red-head to block it with her shield before using enough force to knock it out of his hand and aimed her blade at his neck, "...I SURRENDER!"

"Coward!" Psyphon barked before narrowly ducking under a slash from Ragna.

"Better pay attention, pencil neck!" Ragna shouted, slashing once more and cutting a gash into the wall behind Psyphon.

"AH!" Psyphon cried in panic.

"Told ya...Third strongest lackey…" Fasttrack smirked as he flashed back to Ben for a moment, "Now...let's try and clean house." he smirked before slamming the Omnitrix again.

A green flash washed over him as he transformed again. His body lurched forward as his skin turned deep blue. His body was covered in a black open shirt with four spiked blue fins extending from his back, and sleeves that covered his long arms which touched the ground his hands ending in three blue clawed fingers, a white shell covered his torso with the Omnitrix in the center of his chest. The alien had a blue iguana-like head with black marks surrounding his eyes, spikes on his chin, and visible gills around his neck.

"Arctiguana? Huh...I've been meaning to try this guy out again, haven't used him since I was 11!" he cheered before opening his mouth and blasting the thugs with an icy blue beam that left them encased in blocks of ice, "How about you guys, _chill_ out?" he laughed.

"Ha! Nice!" Makoto laughed, "How's about giving them the _cold _shoulder?!"

"Really?" Tsubaki sighed.

"Yeah, that was a _chilly_ joke, Makoto!" Arctiguana laughed as he pinned a thug down and ice blasted his face.

"Thanks! Just stay _frosty_!"

***Whap! Whap!***

"Ow!" Makoto and Arctiguana yelped as they held their heads.

"No...none of that," Tsubaki frowned, putting her paper fan down before using her blade to slice a thug's blaster in half.

"Thank god…" Ragna groaned, "If I heard one more ice pun, I was gonna come down there and smack them with Pencil Neck here."

"Ugh….Please don't let them reproduce...the world-Nay! The universe itself can't handle that…" Psyphon gagged before Ragna punched him out, "My face!"

"You left yourself open, dumbass!"

"Oh you guys are just mean, you know that?" Arctiguana sighed as he blasted another thug with an ice blast, "I'll clear up the rest of these losers; you guys find your friend," he spoke to Makoto and Tsubaki as he flipped and kicked a thug, knocking him down, "I think me and Mr. Bloodedge got this handled….It's just Psyphon after all." he smirked while jumping and pinning two thugs with his claws.

"Given how much if a wimp he is, agreed kid!" Ragna laughed as he punched Psyphon in the face again.

"Gah! Stop it! Stop it y-" Psyphon began before Ragna punched his face again.

"Hey wait go back two. He almost looked kinda normal," Arctiguana laughed before blasting another thug with an ice blast, encasing everything but his legs.

"No wait d-!" Psyphon began before Ragna punched him again, "Ahh! I think you broke something that time!"

"How can you tell? You don't even have a nose!" Ragna argued.

"I think his species is made of just cartlidge. It explain why he's so reliant on his armor," Arctiguana spoke as he formed an ice ramp and slid his way up to Ragna, "And why he doesn't have a backbone."

"...Good to know, kid," Ragna grinned, a dark gleam in his eye.

"No! No more, please! Just take me to jail! Take me to the Null Void! Give me back to Lord Vilgax! Just get him away from me!" Psyphon begged.

"See...no backbone," Arctiguana shrugged.

"...Before you get carted out, let me say this…" Ragna began as he grabbed Psyphon by the neck, "If you or your thugs come anywhere near the people...no. In fact, you go _anywhere _in Undertown and prey on innocent people, I will find you and tear off both of your arms, and then both of your legs, and then I will rip your teeth right out your mouth and force feed you your fin. You understand?"

"Mmm…" Psyphon whimpered at that.

"Yeah...you'll be this armless, legless, toothless, finless thing rolling down the street...like a turd in the wind...you feel me, pencil neck?"

"..." Arctiguana looked down before taking a few steps back, "I think he can't feel a lot of things right now…"

"He gets the message then…" Ragna huffed as he dropped Psyphon, "He's yours, kid."

"...who….are you?" Psyphon managed to rasp out, fear heavy in his voice.

"...Ragna the Bloodedge. But you…" Ragna began as he leaned in towards his face, Psyphon swearing he saw some...thing staring back at him that promised death, "You can call me the Grim Reaper."

"..." Psyphon groaned as he fainted, foaming at the mouth as his eyes were blank with fear.

"Ew…" Arctiguana cringed, poking Psyphon, "Well...gonna have to tell the Plumbers to bring the rubber lined truck…"

"Noted…" Ragna muttered as he walked off.

"Hey. Just to be sure...you're from the same place as Makoto and her friends, right? NOL and all that?" he asked, reverting to Ben.

Ragna stopped for a moment at that, not once turning back to face him, "...I am."

"Well….sorry. Kinda my fault you guys got dragged here to the past...or something like that," he shrugged as he nudged Psyphon down the ice slide as he followed after him, "But I'm betting...this place is already a thousand times better than before."

"...it is," Ragna gave a small smirk at that, "And to tell ya the truth...you saved my ass, kid. Was bleeding out like crazy and resting near a river before ending up here."

"Well...good to know Undertown's got someone to keep an eye on it." Ben smiled. He then stopped when they heard loud footsteps from the roof, "Oh no...not again." he sighed, realizing what was here.

"..." Ragna frowned, converting his weapon back into its sword formation as he stood ready, "Enemy of yours?"

"You could say that…" he spoke before the roof broke as the dog landed before them, "Yeah...it's you again."

The dog growled before it transformed with a red flash that rewrote its DNA. It grew until dwarfing them as its body became dark red with mud brown spots all along its body. Tentacles extended out as its new limbs as they moved around to surround them. Its head was round with two large crimson red eyes and a black beak-like mouth that snapped several times. The new octopus-like animal screeched at them, making them back up a step.

"Well...that seems ironic," Ben muttered as a tentacle swung and smashed the ice ramp to pieces. Ben himself flipped away in time as Psyphon was sent flying and crashing through a window, "Alright, Omnitrix. Give me Heatblast so I can cook this thing!" he shouted before slapping the dial.

The green wave washed over his body as his muscles swelled. He grew to just a head taller than Ragna. His new alien had dark yellow skin and his head had no eyes on his face, but rather incredibly large ears that covered most of his upper face. However, across his entire torso, multiple green eyes opened. They also opened on his back, across his arms, and in the palms of his hands. He wore black pants with a green belt where the Omnitrix sat and multiple green straps along his legs.

"_Eye _caramba! Eye Guy, oho...I can work with that, too!" he laughed as the eyes on his body began shooting energy beams at the octopus-like predator, "What predator even are you!?" he grunted as the alien's skin took the beams with very little damage.

"...Eye Guy? Really?" Ragna deadpanned, using his sword to deflect some of the predator's tentacles.

"Cut me some slack! _Eye _was a kid when I first used this guy!" he argued, shooting fire-like beams from the eyes in his hands, "Besides...I'm an alien with eyes all over his body…" he pointed out as several of the eyes on his torso narrowed in annoyance, "What's your excuse?"

"...Well for one you could've thought of something better..like Gazer Beam since you can shoot beams from your eyes...or Multeyeclops or something!" Ragna argued before blinking, "...Gah! Now you got me doing puns, kid!"

"Hey woah! _Eye_ didn't do nothing. Besides this entire species seems to enjoy puns…" he grumbled before he picked Ragna up and jumped over a tentacle that snuck up on them from behind, "You're welcome."

"I didn't need your help," Ragna countered.

"It's just common decency," he spoke before pushing him down to avoid another tentacle swinging at them. "_Eye_-ya-yi! This is getting repetitive."

"Agreed…" Ragna muttered, "...Any ideas, kid?"

"Okay first off; my name isn't 'kid.' It's Ben," Eye Guy stated as several eyes on his back fired beams that froze another tentacle sneaking up on them, "Second, _Eye_ think there is one way to finish this fight, but I'm gonna need a clear shot first."

"...I'll distract it," Ragna said as he got up, "You just get ready for that shot, kid."

"I just s-and he's already running…" Eye Guy deadpanned as Ragna ran off.

"Hey!" Ragna shouted, getting the predator's attention, "Your mother was a few pieces of Takoyaki...REALLY bad Takoyaki!"

The predator seemed to give a angered roar as it lunged at Ragna, who jumped out of the way as he began to dodge its many tentacles.

"Mmm...Takoyaki. Makoto took me to have that two nights ago...It was great," Eye Guy muttered, landing as the eyes on his body began closing as a huge chest eye opened, "Hey, Vicetopus! Feast your Eyes...ON THIS!" he roared as his chest eye stretched out away from his torso as it flashed and unleashed a huge beam of energy.

The predator cried in shock as the beam closed in. Ragna stopped to see what happened only to panic as he felt a tentacle wrap around his leg. The beam hit the predator and blasted it through the wall...and then several buildings before landing near the river.

"And that takes care of that chapter...Ragna...Oh…." he realized, his chest eye seeing him cursing while flying with the now dubbed Vicetopus, "Oh boy…" he cringed, jogging after him, "_Eye_ hope the girls are doing better than me!"

* * *

"Noel! Where are you?!" Makoto shouted as she and Tsubaki looked around for their friend.

"How could she just wander off!?" Tsubaki muttered in concern as she searched.

"Wait...I think I hear adorable sounds of struggle...Noel's trying to do something manual and difficult!" Makoto spoke her ears twitching.

"Mmm...come on…" Noel's voice grunted, "I need...to get to Bolverk…"

"Aha!" Makoto shouted, rushing and picking Noel up in a hug, "Oh we found you! Don't you ever scare us like that again! Oh but I'm so happy you're okay…"

"...Makoto...is...it really you?"

"Yup! It's me, Noellie!" Makoto beamed.

"...M...MAKOTO!" Noel cried as she hugged her, "I missed you so much~!"

"Tsubaki's here, too! Get in this hug!" Makoto demanded, holding her arm out to said friend.

Tsubaki gave a small smile as she walked over before joining the hug.

"Tsubaki! Makoto! Y...you're both really here!" Noel sobbed, "Wh...where are we?! What is this place?! Why am I younger?! Mou...I just finally got up to a B, too…"

"Just let me enjoy the hug!" Makoto cried happily.

"We...are in the past. I believe...we've made quite a mess of things," Tsubaki sighed, "Many...many things have changed. The past is not like we thought...and frankly...I think we might have better lives here."

"You're also in a subterranean alien town, cause Aliens live on Earth normally," Makoto added, "Also, we're space cops now...Did I forget anything?" she asked.

At that, the wall behind them was destroyed as a giant red octopus was blasted by a powerful green energy ray. Ragna was heard cursing a storm as he was dragged by the alien beast in one of its tentacles.

"...Wh...what was that?" Noel squeaked in fear, "And...w-was that Ragna the Bloodedge?"

"Yes to the latter. The former...not sure. It looked like a giant kraken with a red….collar…" Makoto said as her eyes widened in realization, "...Oh not again!"

"_Eye _Caramba!" Eye Guy shouted, jogging past them, "Hang on, buddy! _Eye _shall save you!"

"STOP WITH THE EYE PUNS, DAMN IT!" Ragna snapped.

"_Eye_ can't...it's in this DNA!" Eye Guy complained, "See...D'oh!" he slapped his face.

"I love this one!" Makoto cheered after hearing him talk for a while.

"...Ano.."

"Oh that was Ben. He's got a watch that lets him turn into different aliens," Makoto explained, "Word of advice...do not stroke his ego."

"Okay…." she muttered.

"It's...a long story that we can't explain all of here and now." Tsubaki sighed.

"AH!" both Ragna and Eye Guy cried, "It's so Suction-cuppy!"

The girls walked out, after collecting Noel's things, to find Vicetopus lifting both males up. It was currently trying to bite Ragna with its beak, only for him to hold it open with his hands as best he could.

"Please tell me you can transform into something else, kid!" Ragna shouted.

"Eye would if I could!" Eye guy shouted, being flung around by one of the tentacles.

"You make one more eye pun and I will toss sand into all of your eyes!"

"Wouldn't...be the first time!" he grunted being swung around, "Need...to...slap...Omnitrix...on belt...can't...reach...cause...of...tentacle...ooh...gonna hurl…"

"YOU BETTER NOT PUKE ON ME!"

"No...promises...oh...soo...many...eyes...see...so much…" he groaned still being swung around to continue to disorient him, "Girls...help...me...don't...wanna be food!"

"...Makoto, come on. Let's help," Tsubaki sighed as she brought her shield and sword out again, "Noel, you stay back."

"Things might get a bit messy," Makoto added as she banged her tonfa together.

"GH! Stop trying to eat me!" Ragna snapped, punching Vicetopus in the face. It then glared at him "Oh shit!" he cried as he was slammed into the ground repeatedly.

"Hyah!" Makoto shouted as she punched Vicetopus in the face...which did nothing at all, "...Oh, I think I angered it." she squeaked when a tentacle grabbed her, "...Not gonna quote the JOOOOKE!" she screamed as she was lifted up and tossed around.

"You better not!" Tsubaki shouted, using her shield to block a tentacle.

"Bleh…." Eye Guy groaned, "All I see is a spinning world...make it stop….get me off this ride…"

"Then! Change! Damn it!" Ragna snapped after each slam.

"I...can't...reach…" he motioned, slapping where the Omnitrix would be only to slap tentacle, "Oh...right…" he remembered as he fired a fire blast from that palm which made it let go long enough to slap the Omnitrix.

A surge of green went over him as he changed into a giant blue jellyfish like alien with six tentacles extending from his body, two forming legs as four formed two sets of arms. His body was made up of three segmented skirt like flaps with a slightest hint of an abdomen connected to his leg tentacles. The Omnitrix was located where his mouth would be as two green eyes widened.

"AmpFibian...well...this is a random pick, but it works for me," he sighed before stretching his arm tentacles and grabbing Vicetopus's.

"...Why do I feel I'm gonna get sh-" Ragna began before vicetopus began to screech out in pain as it was electrocuted...along with Ragna and Makoto, "Gah!"

"Ben stop!" Makoto shouted before her tail and hair poofed up.

"Oops…" AmpFibian muttered as they were dropped, "Sorry…" he shrugged as he became intangible and let debris fly through his body, "I knew you were gonna do that."

"Next time..free us before you decide to shock the tentacle monster from hell!" Ragna snapped.

"I said sorry!" he replied as he shot his tentacles out wrapped them around Vicetopus's neck, "Come on, old yeller...time to sit!" he shouted while shocking it, making it grunt in mild discomfort, "Uh...this...normally...WORKS!" he cried as he was slapped by a tentacle.

"Hmm…" Tsubaki pulled out her pocket alien database, "The Vicetopus...the natural predator of the Cerebrocrustacean...It eats Brainstorm, so it must be insulated against electric attacks!"

"Now ya tell me…" AmpFibian groaned.

"Please tell us it has a weak point," Makoto begged, trying to get the fur on her tail to stay down.

"Well it is an aquatic predator...I'd imagine it can't stay on land for too long," Tsubaki offered.

"Come on, Heatblast!" AmpFibian cheered slapping the Omnitrix again only for everyone to quickly cover their nose, "Ah...never what I ask for. Fine, Swampfire works fine, too!" he shouted before igniting his hands.

"...wait. We're on the docks right?" Ragna asked.

"Yeah?"

"And they're usually located near water…"

"I just need it to back off until he times out," Swampfire spoke, "No one knows how an Omnitrix works better than me." he explained, "And once it does...he'll just be a regular alien dog again!" he stated, blasting a stream of fire making Vicetopus, back away from the heat.

"...And you're sure the fire's not gonna burn the docs or weaken enough to give it a chance to get in the water?"

"...Crud," Swampfire facepalmed, Vicetopus taking advantage of this and smashed its beak against the burnt wood, creating an opening large enough for it to dive into the water.

"...Not sure to blame either of you," Makoto muttered, shooting both Swampfire and Ragna a stink eye.

"What th-?! How is this my fault?!"

"You jinxed it!"

"Like hell I did!"

"Pl-Please stop figh…" Noel began before she collapsed.

"Ah! Noellie!" Makoto yelped, picking her up, "Noellie, what's wrong?"

Noel's stomach gurgled as she whined a little, "Hungry…"

"...When did you last eat?"

"A few days ago before I woke up here," Noel replied.

"...Adding neglect for safety of captive to his charges," Tsubaki scowled.

"?" Ragna raised a brow at that.

"Blame a really annoying lawyer that helped get Psyphon out of prison," Swampfire explained.

"...Oh I am gonna tear that pencil neck a new one.." Ragna growled before Vicetopus rose out of the water, roaring while thrashing its tentacles about, "...Kid!"

"Come on, something good," Swampfire muttered before slapping his Omnitrix again, becoming Rath, "Lemme tell ya something, Vicetopus! Rath is gonna cook ya into teriyaki and eat it all in one go!"

"Just how many aliens does this kid have?!" Ragna exclaimed.

"Let me tell you something, Ragna the Bloodedge! Rath don't know! It's about a million something but chances are half of them aren't any good!" he pointed at Ragna, "And this thing never turns me into what I want! So I'm gonna take it out on him...with you!"

"What?" Ragna blinked before Rath grabbed him and tossed him at Vicetopus, "THE FUCK!?"

"Oh my god…" Tsubaki groaned, rubbing the bridge of her nose.

"..." Makoto dug into her tail and pulled out a bag of popped popcorn, "Popcorn?" she blinked and her bag was gone, "Huh?" she looked down to see Noel eating it, "Wasn't even gonna ask and just give it."

"Why do you have popcorn?!" Tsubaki demanded.

"His grandpa told me to carry some in case he goes Rath," Makoto replied, "And now I see why...It's like watching an over the top wrestler bringing on the hype."

"RATH IS THE HYPE!" Rath roared, jumping into the air, "Ursa Major Bodyslam!" he roared crossing his arms and crashing into Vicetopus and smacking it back down, "AH! Water!" he panicked, grabbing onto Ragna.

"Are you kidding me?!" Ragna snapped, "Aren't tiger's supposed to like water?!"

"Lemme tell ya somethin', Ragna the Bloodedge! Rath doesn't know how to swim in this form!"

"How do you forget how to swim?!"

"I DON'T KNOW!"

"What do you mean 'you don't know?!'"

"Rath just does!"

"Oh my god, you are a colossal idiot! I don't think Tao is this dumb!"

"IDIOT?! LEMME TELL YA SOMETHIN', RAGNA THE BLOODEDGE! RATH WILL…!" Rath began to roar when Vicetopus emerged from the water with a roar and grabbed them, "Oh, you wanna fight again?! Bring it on! Rath will rip you to pieces because you just tried to rip off a piece bigger than your eyes can chew!"

"That doesn't even make any sense!" Ragna barked.

"It doesn't have to!" Rath barked back.

"O...okay...I think I'm good," Noel sighed, dropping the empty bag of popcorn as she stood up before blinking twice at the sight before her, "..."

"LEMME TELL YA SOMETHIN', GIRL THAT MAKOTO NANAYA AND TSUBAKI YAYOI KNOW! DON'T GO THINKING STUFF!" Rath snapped before managing to force his tentacle off him, letting him jump right into Vicetopus's jaws.

"Ben!" Makoto exclaimed.

"The kid's nuts!" Ragna gawked.

The Vicetopus blinked twice. Suddenly, the Vicetopus's body stretched in one point before it did it again in another. Its stomach began to bulge out multiple times until it hacked and coughed until it threw up on the broken docks, letting out Rath and dropped Ragna in its pain. Rath snarled before jumping up and grabbing the sides of its face.

"LEMME TELL YA SOMETHIN', VICETOPUS! I just jumped down your throat and ripped apart your insides! If you don't beat it right now, Rath is gonna do it again! Only this time, I will pull everything inside you out and turn it into a _giant scarf_!" Rath threatened.

"...wow…." Ragna simply blinked at that.

Rath jumped off the Vicetopus and landed by Noel, "You fine?"

"Um...Y-yes?"

Rath nodded before looking back at the Vicetopus and gave a warning growl. The Vicetopus slowly turned...before fleeing down the river.

"Seriously, why does no one hear the whistling?" Makoto demanded.

"What whistling, Makoto?" Tsubaki asked.

"Seriously?! Everytime that thing shows up or is about to leave, there's whistling!" Makoto snapped.

"Lemme tell ya somethin', Makoto Nanaya! Rath heard it too!" Rath replied before he timed out, "I guess only those with good hearing can pick it up."

"...Whistling only animals can hear…" Ragna muttered as he climbed out of the water, "...My best bet, kid? You got a bounty hunter or a hunter after you, and that thing was its 'bloodhound.'"

"Oh come on…" Ben sighed, "Now all I need is to be in an RV on a long trip cross country and it's my first summer with the Omnitrix all over again."

"RV?" Noel and Ragna repeated.

"You know a...oh right. People from a bad future…" Ben recalled with a sigh, "It's like a bus-sized vehicle that you can live in...you know sink, bathroom, shower, etc."

"Oh…." Noel noted with a nod.

"Bad fu...Aw son of a bitch. Time travelling now?" Ragna groaned as he walked off.

"Hey! Where are you going?" Makoto demanded.

"To see if I can order a strong enough drink!" Ragna retorted.

"Wait. But didn't we just…!" Ben began.

"We did, and I didn't realize what you fully meant until now!" Ragna barked, "Ugh...when and if I see that damn usagi, I'm yelling her ear off!"

"I'm imagining this is a personal problem for him." Ben muttered.

"Is it safe to let him leave like that?" Makoto asked.

"Is it safe to bring him in to the Plumber HQ?" Tsubaki countered.

"...touche….By the way, what happened with Psyphon?"

"...Well…"

* * *

"...Wow," Makoto slowly blinked, looking at a shivering Psyphon as he was sat in a corner of his cell at Plumbers HQ.

"G...Grim...Reaper…" Psyphon whispered in fear.

"Yeah, I think he's now afraid of Ragna coming to get him," Ben noted.

"Well...That's good and now I know someone else believes me about the whistling," Makoto noted

"So I have an alien bounty hunter who's got a dog...with a Predator-themed Omnitrix," Ben sighed, "Sounds like my life…"

"Ooh…" Noel awed, being given a tour by Max and Rook.

"I was just as amazed on my first day being here," Rook noted to Noel.

"I...I had no idea this existed…" Noel admitted as she looked around, "And...and that...aliens used to live on Earth."

"You can probably thank the NOL for hiding any trace of them existing!" Makoto shouted from across the room, "...Oh by the way, Magister Tennyson, where's Noel gonna stay? ...Please tell me it's with me and Tsubaki."

"I'm running out of space in the base and relatives to leave you kids with…" Max muttered, "...but I have an idea." he smiled.

"That's the same smile he had when he thought it be a good idea to go cross country in the Rustbucket..." Ben muttered.

"And it worked out fine," Max defended, "You and your cousin finally stopped arguing so much that your parents didn't have to not make plans of going to places together, right?"

"Huh?" Makoto looked at Ben.

"Long story…"

"They didn't like sharing the same birthday," Max stated.

"Grandpa!"

"You and your cousin share a birthday?" Makoto blinked, "How!? I mean I know _how_, but how did that cosmic event happen?"

"No idea, do not care, it's in the past and please let us move on with whatever Grandpa has for an idea," Ben deadpanned.

"...Fine," Makoto shrugged, "Let's hear what he has in mind."

"Come with me, kids. To the Rustbucket!" Max smiled, taking out his keys as he pressed the button and a silly car horn on the vehicle deck was heard.

"...huh/eh?" the three teens blinked at that as Ben rolled his eyes.

* * *

"Grandpa...where exactly are we going?" Ben asked as he and the girls were inside the RV, Tsubaki a bit focused on her laptop.

"You'll see," he mused, "Hehehe...this somehow reminds me of the good old days." he mused, "The powder cake ready to burst of kids in the back of the RV."

"Makoto…" everyone replied.

"HEY!"

"The time training the Plumber Kids. It just feels nostalgic to have a bunch of rowdy kids in the Rustbucket with me." Max went on, "When Gwen and Kevin left, I worried about you Ben."

"Grandpa?"

"You can act like a little showboat all you want...but I know you missed having a team. People who call you on your antics, who support you and help you." he mused, "It's why I plucked Rook from the academy the moment Gwen got that letter of early admission, to give you a partner, but I guess destiny works in a funny way 'cause your team just keeps growing and growing. I'd like to scout that Ragna kid. Little rough around the edges...but, oh, I've trained and polished worse!"

"Hope you have a lot of soap for his mouth," Makoto joked.

"Oh please...you should have heard me back when I was that age!" Max laughed, "I made that drill instructor blush."

"That...doesn't seem like you Grandpa…" Ben muttered.

"We all were young, Ben, we all were young," he chuckled before slowing to a stop, "Alright everybody out!"

Everyone filed out of the Rustbucket 2 and blinked seeing a large house before them, the Proto-TRUK already parked in the driveway as Rook moved his stuff inside. It was a really nice looking two story house and looked like it had way more room then needed for just the five of them.

"Oh this place was built as a home for Plumber cadets training here on Earth." Max smirked in his explanation, "But most rookies are too nervous to take Earth as their first job. So...since this little...Omni Team keeps growing, why not turn it into a sort of dorm for you kids?"

"Wait...Dorm?" Ben blinked before it finally dawned on him, "...Grandpa…."

"Teams develop better when given time together off mission," Max smiled, "Oh relax. I trust you kids not to do anything stupid. Plus Rook has a girl back home so I'm sure he'll keep an eye on...you, Ben," he teased.

"...Oh please tell me we're not going back to school…" Makoto paled.

"Tempting, but I figure you kids will just cause more harm to the school then you'll learn anything," Max sighed, "Makoto, Ben, I'm looking at you two."

"Okay...one time I run around as Heatblast in the halls and I never hear the end of it," Ben sighed.

"And I didn't even…" Makoto began.

"What happened after Fistrick's goon's grabbed your tail," Tsubaki simply stated.

"Oh fine," Makoto grumbled.

"It looks nice," Noel noted, looking at it in awe, "I really like the past...well...outside of those criminals and that vat of bla...bla...um…"

"Blastonium," Max explained, "It's a vital chemical used in engine fuel for interplanetary travel. It's harmless when mixed into fuel but outside of it and you don't want to know."

"So we shall live here?" Tsubaki asked just for clarity.

"All yours," Max replied, tossing the four identical keys, "And Ben? Don't transform into Way Big in your sleep."

"One time!" he cried in embarrassment before Rook pulled him away.

"...So...we're now living in the same dorm…" Makoto noted as she looked at her key, "...Almost feels like something out of a manga."

"Or the academy," Tsubaki reminded, "Oh! Um...Noel?"

"Hai?"

"I forgot to mention but due to the way I got here, my mind got regressed with my body," Tsubaki explained, "Makoto doesn't know what I was doing for the NOL. Do you know where I was?"

"Oh...Sorry, Tsubaki, but I didn't get to see you much at work," Noel replied, "I was a secretary."

"Really?"

"Why do you have so much training stuff?" FourArms complained as he helped Rook move stuff.

"We required new ones due to the previous residents, mainly one Manny Armstrong, ending up breaking most of the training equipment," Rook explained.

"Oh..." he realized, "Dang it, Manny…" he groaned while bringing it in, "I call dibs on the master bedroom!"

"Ben, it's a dorm! There is no master bedroom!" Makoto argued, "Also if there was, I'm pretty sure the dorm leader would stay there."

"Dibs on Dorm Leader!"

"Dang it, Ben!" Makoto exclaimed, "No fair!"

"Reminds me of Manny and Pierce their first day here," Max chuckled.

"Manny? Pierce?" Noel repeated.

"Two other Plumber Agents," Tsubaki replied as she looked at that dorm, _'A dorm….it could prove useful for that side project.'_

"...Tsubaki?" Noel spoke, earning her friend's attention, "Do...do you think Mai and Kajun are here in the past, too?"

"It's possible," Tsubaki replied, "We can ask the Plumbers Sketch Artists to put a missing person report on them."

...R-right," Noel nodded, "Well...oh! If anyone is hungry, I can cook something for us!"

"?!" Tsubaki and Makoto tensed at that, the latter stopping in her arguing with FourArms as she began to sweat.

"Yeah, I don't think that's gonna happen...first things first...grocery shopping." FourArms spoke as he opened the fridge inside the kitchen.

"Oh phew…" Tsubaki and Makoto sighed in relief at that.

"Oh...then after that, I can cook something!" Noel beamed, making her two friends tense once more, "Hmm...maybe I can…"

"No!" Tsubaki shouted, making Noel jump in surprise, "I...I'll make something for us."

"...You sure? I could make a sweet and spicy curry."

"No one let Rook cook...I don't want to eat weird alien food," FourArms stated bluntly, "...Wait. Sweet and spicy curry?"

"Oh yes! I make a curry that's really spicy with some ghost peppers and really sweet with some chocolate!" Noel beamed.

"...Know what? Rook, anything you can't eat that's on Earth?" FourArms asked.

"Not really, no. Why do you ask?" Rook asked.

"Chinese for dinner tonight and shopping tomorrow!" FourArms declared.

"Shopping?" the girls asked.

"Grocery shopping tomorrow!" FourArms corrected.

"Why did you…?" Rook began.

"Earth girls are demons when it involves shopping," FourArms whispered, clapping with two his his arms to not let Makoto's ears hear his whispering, "We would be trapped for hours in one place...only to be stuck in another for even more hours with nothing to do in either!"

"...I do not…"

"Just...just trust me, Rook…"

"Whatever you say, partner..." he sighed.

"Alright, make sure to order double of everything...you know...for Makoto," he snickered.

"I heard that!" Makoto called, making FourArms look to see a pillow between his clapping hands.

"When did she do that?" FourArms asked.

* * *

_GT: Gotta side with Paradox on this. It is interesting. Nice twist on this too._

_SZ: Yup. A very interesting yet sweet twist._

_Z0: Oh very true my friends, very true._

_GT: Honestly...I thought they lived in the RV with grandpa Max. The Plumbers' Helpers, I mean._

_SZ: Ahh….honestly same here._

_Z0: Not here they didn't *wink* Don't question it *thwacks them both with paper fan* _

_SZ: OW!...anyway...tune in next time for either another original chapter..or getting back to canon episodes with a twist._

_GT: Aye. Onwards!_


	7. Kat Kalamity

_SZ: *resting in bed snoring*Zzzz…._

_Z0: Shh...he's sleeping._

_GT: *puts a blanket on SZ* So we gotta be quiet. Which, sadly, means we can't destroy the stage._

_Z0: Oh on the contrary my old friend *holds up a jar labeled building eating nanobots* Feed little guys, feed *lets them lose as they begin eating the building...and our clothing* Fade to black! _

_GT: *censor bar on him* Yes please._

* * *

Ben rolled around in his new room before yelping as his Plumber badge went off on the nightstand. He groaned while picking it up. After a quick change of clothing and morning hygiene rituals, he was rushing out the door and into the Proto-TRUK with Rook. Within moments, they were out and about.

"So let me get this straight...we are here...at...6 in the morning cause someone...broke into a pet shop…" Ben yawned as they halted the truck before a store, "Why?"

"I believe this makes it a problem of the Plumbers," Rook pointed to a metal door which was shredded to ribbons.

"Yikes," Ben cringed as the two got out and approached, "Kinda looks like it was cut apart."

"Yes...by very sharp claws…" Rook spoke, noting the slash marks were bunched together, "Big...claws."

"Alright...so what was taken?" he asked, walking in slowly as he began cycling the Omnitrix for an alien to help solve the mystery.

"That is what we are here to figure out," Rook replied.

"Of course we are," Ben sighed slamming the dial as he turned into Eye Guy and began scanning the area, "Well they made a big mess of the place…" he spoke, seeing things tossed around, opened and spilled out, "Whoa wait a minute...why's the cat aisle...empty?"

"The fish tanks are broken and the fish are gone as well," Rook noted, looking at an aisle with the aquarium part of it littered with broken glass, spilled water, and no fish in sight.

"So...they only stole cat stuff...and ate the fish," Eye Guy spoke.

"We can not be sure they ate them...but...it is very likely," Rook sighed.

"Just what I need...an evil cat lady..." Eye Guy sighed, "Maybe I can sniff out whoever did this as Wildmutt."

With that, he slapped his emblem. In a flash of green light, Eye Guy was replaced with Wildmutt. Giving a roar, the 'gills' on his neck flared. Wildmutt walked around, sniffing out the area.

"Anything?" Rook asked.

Wildmutt growled as he sniffed before stopping and picking up a scene. He began barking before pointing outside, telling Rook to follow. Wildmutt rushed out as Rook followed after him. The Vulpimancer began to sniff around before leading them down the street for a crafts store. Rook questioned with a skeptic look, only for Wildmutt to walk out holding a ball of yarn in his mouth.

"They came here next?" Rook realized as he dropped the ball, "Where next?" at that, Wildmutt sniffed before running off once more, "I feel as though this shall take some time…" he realized before taking out his badge.

* * *

"Feline themed capers...you have got to be kidding," Makoto asked into her badge, walking around in the kitchen with a cup of decaf, wearing a pair of black pajama shorts and a black baggy shirt, "Oh wow you totally aren't kidding...who steals Cat stuff?"

=That is what Ben is trying to find out...No Ben stop!=

=RAH! RAH RAH! GRRR!=

"Wildmutt chasing some cat?"

=Yes...it seems his instincts are very strong…=

=BEN TENNYSON!=

=Ruh-roh=

=Mr Baumann, I humbly apologize for my partners action but it is in relation to what happened to your fish supply=

"What's going on…?" Noel mumbled, walking in wearing a pair of yellow pajamas she borrowed from Makoto for the night.

"Cat themed robberies. Ben is currently an alien called Wildmutt which is essentially a giant orange doggy," Makoto explained.

=Raah-rah!=

"You are so! You're a big ol' smoosh face dog…" Makoto argued.

=BEN!=

=Rook rid rit…=

"...Ugh...I'll be right over," Makoto groaned as she hung up, "Tsubaki, you coming?!"

"I can't! I need to help Noel adjust still!" Tsubaki replied from the next room.

"...Okay," Makoto shrugged as she walked out to get changed, "See ya when we get back, Noellie."

* * *

"Rah Rah rah!" Wildmutt roared, running in a circle in the park.

"...Should...should I be concerned?" Rook blinked before Makoto walked into the area, dressed in a yellow and white tee with a gold star stretched across her bust area, and a pair of night-blue jean shorts.

"Okay...what's he chasing n-" Makoto began before noticing Wildmutt growling at a squirrel in a nearby tree, "...Grr…Ben cut that out right now!"

"Ruh-Roh…" Wildmutt gulped as he changed back into Ben, "I swear I had no control over that!"

"...You're lucky it was unintentional…" Makoto muttered, "Okay...catch me up to speed. What did you guys learn so far?"

"Aside from the obvious?" Ben deadpanned.

"...Well, we did learn something from one of the stores that were attacked in this cat-themed heist," Rook spoke as he pulled his notebook, "One of the store's security cameras caught a glimpse of something catlike in a large coat."

"Large coat?" Makoto asked.

"Like a big rain coat with giant sleeves...and cat ears on the hood...oddly they turned towards the camera but their face was shadowed...couldn't see a thing," Ben added, "I followed the trail here...then...I think Wildmutt speaks squirrel...since it said something and next thing I know...I'm chasing it around the park."

"Wait….big raincoat with giant sleeves...cat ears on the hood...their face shadowed…" Makoto muttered before it dawned on her, "...I think I know what's behind this."

"You do?"

"Yeah...someone from the Kaka Clan."

"I am sorry...but the what clan?" Rook asked.

"You mean those cat people you told me about?" Ben blinked, "Well that just makes sense…"

"Hmm?"

"Let me explain, Rook," Makoto spoke, "The Kaka Clan...they act like any normal cat. They hunt, play with string, nap, eat...well just about anything...basically anything a cat can do, more or less."

"But they are the shape and size of a human...with dangerous amounts of strength?" Rook finished.

"Yeah...doesn't help a majority of them...well they can be kinda dumb...Especially this one by the name of Taokaka."

"Tao?"

"Me and the girls met her during a trip to Dr. Litchi's clinic," Makoto explained before chuckling sheepishly, "I...ended up falling out of a tree and hurt my noggin."

"So...are we in for a long day?" Ben asked.

"Considering how energetic she is...oh ho yeah."

"I get the feeling we shall run into a lot of characters from your home timeline," Rook sighed.

"Same," Makoto nodded, _'...And hopefully the NOL...or, god forbid, _Azrael _didn't follow suit.'_

"Any idea were she'd go?" Ben asked.

"Unless Litchi's clinic got dragged here...can't say for sure. Let's check Undertown." Makoto offered.

"Maybe she's done something down there," Ben agreed.

"That seems…" Rook began.

* * *

"Highly likely…" he muttered, seeing several streets a mess down there.

"So...she...must be excited...or panicked," Ben muttered, "I wonder if Ragna ran into her?"

"Ugh...ran into who?" Ragna groaned as he got up from behind a wrecked stall, "Last time I try that KO Burger...that did not look like a burger…"

"You look like crap…" Makoto stated bluntly, "Wait. Did you sleep through...ALL this!?" she motioned to the devastation.

"The hell you talking about?" Ragna groaned as he held his head, "Last I remember was a bunch of meowing and...and…" his eyes began to widen...before twitching in annoyance, "...GOD DAMN IT, TAO!"

"Yep he knows her..." Ben sighed.

"She stole a bunch of stuff only a cat would steal," Makoto added.

"Cat toys, catnip, fish, yarn, fish, more fish...and then apparently the world's largest scratching post from the park," Rook listed reading from a notepad, "She also may have assaulted a family of rodents...but...that might have been a joke I did not understand."

"Ugh...damn it. Should've known she'd be here…" Ragna groaned as he facepalmed.

"Well at least we know she's consistent." Ben sighed, "Any ideas where she might be?"

"...Know any places that sell meat buns?"

"Huh?"

"If there's one thing Tao can't resist, it's Meat Buns."

"...Rook...order take out," Ben spoke.

"But it is not lunch...oh bait. Right," he realized.

* * *

A figure ran through the streets of Undertown, tail swaying as they bolted from alleyway to rooftop, sniffing out for something to eat. They skidded to a halt when they smelt something..something good..something they've been wanting for a while.

"...MEAT BUNS~!" the figure beamed as they rushed right for the source of the scent.

* * *

"...And you are sure this will work?" Rook asked, holding a battery-powered fan before a plate of Meat Buns Ragna was holding as Ben and Makoto stood ready.

"Trust me. If there's one thing in the world she can't resist, it's these," Ragna answered.

"I'm inclined to believe them about things from their time," Ben argued.

"That is fair," Rook nodded.

"...I think I see her coming in the d..." Makoto began.

"MEAT BUNS!" a voice beamed before a blur knocked Ragna over, sending him tumbling into a abandoned stall.

"She's fast..." Ben muttered.

"Ugh...damn it Tao, get off me!" Ragna barked at the figure.

Munching loudly on the meat buns, sitting atop of Ragna, was a young woman with brown skin that was only visible on her legs due to the large, obscuring, dark-yellow jacket with a zipper on the front keeping it closed that she wore. The piece used to zip the zipper resemble a big red cat paw while the hoodie obscured her face in shadows, leaving only a pair of red eyes and her mouth visible. On the lower half of her legs was a pair of dark-yellow combat boots resembling cat legs with grey heels. Yellow patches on her hood twitches from the cat ears beneath it as the bulky coverings on her arms resembling cat paws with yellow pads resembling the pads on a cat's paws scooped up more meat buns to shove into her mouth. All the while, a long grey cat tail with a white tip swayed happily, the movement at times exposing a pair of red short-shorts she was wearing.

"Mmm~ Meat buns nya…" the cat girl mewled, lickign her lips before noticing who she was on top off, "...Oh! Good guy, nya!"

"Tao…" he groaned.

"Why is her face still….obscured?" Rook asked.

"No one knows," Makoto shrugged, "Nobody really knows what they look like under their hoods."

"Wait, really?" Ben raised a brow, "So...no one knows what their faces really look like?"

"Nope."

"That...is rather amazing," Rook admitted.

"Can we focus!?" Ragna snapped.

"Nya! Good Guy seems angry at something, nya," Tao noted before looking at Ben and Rook.

"...Uh...hello?" Ben greeted before the cat girl began to sniff them, "So...what do we do? She seems uh...down their in a certain mental department."

"You have no idea…" Ragna deadpanned, "Also heads up...she's not good at remembering names."

"...Good Guy, Armor Guy, and Green Guy smell weird, nya," Tao spoke, looking over at Ragna as her tail swayed.

"Well not the worst nickname ever," Ben sighed.

"She must latch onto the first defining feature of someone she meets and uses that as the designation from then on," Rook figured, "My armor and the prominent color on Ben."

"Uh...Tao was it?" Ben spoke up, getting her attention, "Why did you take all that stuff?"

"Stuff...stuff…?" she muttered.

"Toys...food...all that stuff," Ben explained.

"Oh! You mean Tao's shopping!" she realized.

"Called it kinda," Makoto deadpanned.

"Oh! Fluffy Girl! H-"

"TAO FOCUS!" Ragna barked, making the catgirl jump, "Why did you take all that stuff!?"

"...Honestly...Taokaka can't remember, nya."

"Seriously...you stole ten tons of fish from nine different store and can't remember?" Ben complained.

"Nyo. Tao would've remembered eating fishies, nya."

"Wait, what?" the group blinked at that.

"Did you take fish?" Ben asked again.

"Nyo...All the Kaka kitties got them before Tao did, nya," Tao admitted, "...Though they were acting weird after cat lady appeared in Kaka Village, nya."

"Wait...You're telling us that your whole village is here?" Ragna asked.

"Nyep."

"Is it wrong I bet the kitties are cute little mini-versions of her…?" Ben asked Makoto.

"They are...minus the tails to determine which species of cat they are," Makoto answered.

"I'm interested in investigating this more," Ben admitted, "Plus we need to keep an eye on…"

"Where did she go?" Rook asked.

"Huh?" Ben blinked before immediately noticing something...Tao was no longer there, "..."

"Okay, I'm done..." Ragna sighed.

"You know if you leave now, she's just gonna keep causing a mess around Bellwood and Undertown as well as always taking a break inbetween to get to bugging you," Ben pointed out.

"...Find and follow that cat!" Ragna shouted as he ran off.

"You are good at that…" Makoto realized.

"I just do what I did to make Kevin actually be useful," Ben admitted.

"Oh."

"Yeah...anyway, time to go Wildmutt a-"

"Upupup!" Makoto quickly grabbed his hand, "Not a good idea…"

"...The Kaka Clan hate dogs?"

"Like you would not believe…The moment she'd see you as Wildmutt, she would attack you."

"Well I sure don't want to go Rath either…" Ben muttered, as he looked through his roster, "Hey...I think Fasttrack could be a compromise."

"Then give it a shot," Makoto stated.

Ben slapped the watch before shrinking. He was replaced by a short green skinned alien with rather frog like appearance, six little sprout growths on the back of his head, and a green tail swishing around behind him. His mouth and belly where a lighter shade of green along with the claws ending his fingers and feet. The Omnitrix now located in the middle of this aliens pudgy belly. The alien blinked his green eyes as he looked at his new form.

"Aw man~ Upchuck…"

"...Rook, you go assist Ragna," Makoto sighed, "I'll stay and help Ben find the right alien to transform into."

"Good luck," Rook said before walking off.

"Don't even think about it…" Upchuck spoke to Makoto.

"What?"

"I know what you're thinking…" he crossed his arms, "All girls think it...so don't."

"I have no idea what you're talking about."

"Really?" he raised a brow, "Okay…"

"Mmm...I can't hold it!" she cried, picking him up, "Why is this little frog thing so adorable!?"

"MHHP!" Upchuck gave a muffled yell, his face trapped within her mounds as he struggled to free himself.

"Oh I wish I had a camera...Noel would love you~!"

"MMMRR!"

"Hmm...wonder if…" Makoto began before Upchuck managed to tap her hand, making her blink as she looked down, "...Oops. Eh heh...did it again…" she chuckled sheepishly as she dropped him.

"This is why I don't use the Green Upchuck anymore…" he groaned, "All the sites voted him as 'Number 1 to hug' with Ditto a close second."

"Then change! It's really getting hard not to glomp you again!"

"No no! None of that!" he panicked, slapping the Omnitrix before growing up and into Gravattack, "Well this is better…"

"Kinda, but will be hard to hide from whoever this 'catlady' Tao mentioned is," Makoto countered.

"Ugh…" he groaned slapping the symbol again as he turned into Heatblast, "Okay, now I think you're just doing this on purpose, Omnitrix…" he grumbled before slapping again as he turned to Spidermonkey, "Ah-ah! Well...this...is preferable. At least it didn't turn me to Way Big and made my head bust a hole in the ceiling of Undertown."

"Well better than nothing, I guess," Makoto shrugged, "Let's get to searching then….hopefully we'll find some clues."

"Hopefully I don't end up a toy to the Kaka Kittens, ah-ah-ah!" Spidermonkey cried as he began climbing buildings to get a higher vantage point.

"...Nah. I'll let him figure it out on his own," Makoto whispered to herself as she followed him.

* * *

"Damn it...where is she?" Ragna muttered, looking around the streets of Undertown for a certain hyperactive catgirl.

"I don't knyow…" Tao spoke as she mimicked Ragna's actions while right beside him. "Nya?" she blinked when he turned to glare at her, "...What?"

"...You were behind me this whole time, weren't you?"

"Maybe, nya."

"...You…" Ragna began before Tao jumped over him, "Damn it!"

"Let's play, Good Guy!" Tao laughed as she ran past a few aliens on all fours.

"This is not a game Tao! You get back here right now! I will not let you turn my peaceful life here upside down! Because for once, I can say that unironically!" Ragna shouted, running after her.

"They...get around fast," Rook sighed, catching up before he took his ProtoTool and used a grappling hook to propel himself up into the network giant catwalk like pipes above their heads.

"Trust me! They're worst after they have some catnip!" Ragna shouted as he turned corner

"Wait...if they act exactly like cats do…" Rook realized as he landed on a building ahead of them as he took out his ProtoTool in rifle mode and aimed at the ground...and used the targeting laser to mark a dot on the ground in front of Tao.

"Nya?" Tao blinked as she skidded to a halt, looking down at the red 'thingy' for a moment before trying to paw it, only for it to move on one side, "...Nya?" she tried to paw at it again, only to get the same result. She began to give an annoyed cat-like growl as she kept trying to paw it, tail swaying as she kept trying to catch it, "Hiss! Stand still, red thingy!"

"Huh….how did you?" Ragna asked.

"I believe humans call them...cat videos," Rook explained, "In many of them, humans enjoy tormenting cats with a laser pointer, their feline hunting instincts telling them to catch it, only for them to never realize what it is," he smiled, "I...once did the same thing with my brother back home."

"NYA!" Tao hissed as she slammed face first into a wall, "That hurt…"

"...Remind me to find one later…" Ragna muttered as he walked ovr, grabbing Tao by the back of her jacket before pulling her off, "Now Tao...this is serious. Whoever this 'cat lady' is...they are causing trouble for the people here in Undertown, and the people above. I need you to _focus _and help."

"Yes...Focus...focus…" she nodded, "What where we talkin' 'bout, nya?"

"You got any idea?" Ragna turned to Rook.

"...Uhm...I am uncertain. Perhaps we may goade her into...going after this 'cat lady' of whom she speaks. She seems rather prone to extreme reactions. So maybe if we entice her to think this 'Cat lady' is her enemy…" Rook offered, "Though if I am being blunt, it might cause more damage...but at least we could follow that trail of destruction to her village and the perpetrator of this feline crime spree."

"You...are smart." Ragna complimented.

"I have been called that, yes."

"Tao!" Ragna snapped.

"Nyes!" she saluted with a dopey smile.

"What do you remember of this Cat Lady?" Ragna asked.

"Annoying...really annoying...and Super annoying," she listed, "Did Tao mention annoying…?"

"Anything specific!?"

"...oh! Tao remembers her name! IT was….um...tanny...ammy...oh! Nyancy, nya!"

"...You're bluffing," Ragna deadpanned.

"Does it really matter?" Rook argued, "We do not really need to know their true name just how to stop them, given it seems she has a control over Tao's clan. And if any of them are even half as...capable as Tao herself, I fear for all our well being."

"You know...you make a damn good point. I actually don't care, and I really don't want an army of Tao's sisters running wild around where I live," Ragna sighed, "Tao...do you like this cat lady?"

"Nyope," she shook her head.

"Want to kick her out of your home?"

"Yes!"

"Good. She's a bad guy...so go nuts."

"...What?!" Tao hissed as she got out of Ragna's grip, "Nyancy is bad guy?! Tao is gonna pulverize her, nya!"

"I feel a headache from this somehow." Rook sighed.

"You've seen nothing yet…" Ragna deadpanned before grabbing Tao just as she was about to rush off, "Lead us to the village, then you can kick this 'Nyancy's' butt."

"Okay!"

"I'll turn on my badge ping so the others can find us," Rook spoke, jogging with him.

"Let's hope this doesn't get so crazy, we need that much backup."

* * *

"Ben, what's up with the badge?" Makoto asked, holding up her badge as it was blinking.

"Must be Rook…" Spidermonkey spoke, somehow finding a smoothie down in Undertown to drink, "I think that's the badge find other Plumbers thingamajig...ooh-ooh!"

"...Maybe he wants us to track him," Makoto suggested as she took a sip of her drink, "...Wait. What if they found a lead to whoever's controlling the Kaka Clan members?"

"You know, honestly? I was never much of a cop…" Spidermonkey spoke, "I was always just a hero, so Rook truly is more useful in this sort of work." he admitted, "..." his four eyes looked at her with a serious expression, "Tell him I said that and I'll deny it."

Makoto chuckled at that as she got up, finishing her drink before tossing it over her shoulder and into a trashcan, "Then come on. Let's hurry after them. I'm not missing out on the action."

"Okay, okay," he spoke, walking while drinking.

* * *

"It is hard to explain how this appeared here…" Rook spoke as they followed Tao up to a village hidden in a distant cavern at the edge of Undertown, "Alien X truly is amazing…"

"...Another of the kid's forms?" Ragna guessed.

"A Celestialsapien...they can remake reality. He used the form to save the world from being erased." Rook explained, "In the process they ended up, as he called it, 'borrowing stuff' from your time to patch the damage caused by the Anihilaarg here in our present otherwise known as your past."

"...Not even gonna bother asking," Ragna groaned

"I do not grasp it either...but it was amazing. I was able to obtain a picture to share on the forums to provide proof even," Rook admitted as they walked into the village, "Tao? Kaka clan members?" he called out just loud enough to be heard from inside any homes.

"...It's quiet…" Ragna frowned, gripping the handle of his sword as he cautiously looked around, "Too quiet…"

"In my Earth research, I find that those word alway precede...an ambush by enemies or a horrific monster attack which claims the life of the least serious person around," Rook noted, taking his ProtoTool and turning it into rifle mode.

"Trust me when I say this: most of the time, it's _always_ the former," Ragna stated, "I should know...I…"

"Oh kitties~!" a female voice shouted.

"Come out with your hands…um..._paws_ up!" Rook shouted, aiming towards the voice as they turned a corner.

"NYA!"

"Oh fu..." Ragna began to curse before he and Rook were piled upon.

"They...are very fast…" Rook grunted, his ProtoTool knocked out of his hands as it folded into a default safe mode once out of his hands.

"Purr~ Who do we have here?" the voice said as the piled moved off of Ragna and Rook, but kept their arms and legs binded to let them see who was talking.

Before them was a teen of Asian descent around Ben's age with her long black hair with purple streaks pulled into a ponytail that more resembled the tail of a cat with two bangs framing her face. Atop her head was a pink bow with a dark-blue cotton resembling the fluff in the ears of a cat while a pair of triangular purple glasses covered her eyes. Four purple markings on her cheeks gave a resemblance to feline whiskers. She wore a form-hugging white dress with a purple skirt, pink tights, light purple sneakers resembling the feet of a cat, and all trimmed with a dark-purple fluff. Dark purple fluff covered her lower arms, ending in white gloves with pink claws on the ends of her fingers and thumbs while she sported a purple collar with a silver bell that jingled whenever she moved.

"...Let me guess, Nyancy?" Ragna guessed.

"Nyes."

"...Somehow, I feel let down."

"As do I…" Rook muttered, making her nearly facefault, "I had expected something….more."

"How dare you!" Nyancy snapped, "Nyancy is very intimidating! Right, my precious kitties?!"

"Hai, Nyancy-Chan, nya..." the cat girls and woman declared in a monotone voice.

"Oh...She controls cats...and they are cats…" Ragna realized.

"What an oddly thematic ability…" Rook spoke, "But also limiting…"

"Huh/Eh?"

"Ben's mortal nemesis, Dr. Animo, can do the same...with all animals...and he often mutates them to be strong enough to fight his super powered aliens," Rook explained, "However, I do believe controlling a clan of humanoid felines with the power to wreck Bellwood...is more useful in this moment…"

"How much freaky shit is in this time?!" Ragna demanded.

"Hmm….How long do we have until she tries to kill us?" Rook countered.

"...Don't give her ideas," Ragna groaned.

"As if! Nyancy has no time for executions! But…" Nyancy paused as she grinned a bit, "She can punish those in her kingdom~"

"...Kingdom?"

"Oh kitties~!" Nyancy called out, earning the Kaka Clan's attention, "Toss them into_ the dungeon_."

"Dungeon!?" Ragna shouted before the cat girls began to drag him and Rook off, "What kind of looney toon shit is this!?"

"Why did her voice suddenly become deeper for the menacing part?" Rook asked.

"Don't know, don't ca-ahh!" Ragna shouted as he and Rook were tossed into a dark room.

"...Why does it smell weird in here?"

"How should I know?! The only thing I can think of...is…" Ragna began before it dawned on him, "...Oh you gotta be shitting me."

"Please refrain from those specific profanities please...I...do not wish to think of it…"

"...Nevermind. Thing is...well not sure _why, _but the Kaka Clan village has this huge skillet in the middle of it...most likely used for cooking up fish or whatever,"Ragna explained.

"Let us just hope Ben and Makoto follow my badge…" Rook sighed.

* * *

"...Good thing I'm wearing my armor," Makoto muttered, having changed into her armor on the way as she and Spidermonkey were now trudging through the sewer near the edge of Undertown.

"Speak, Ah-Ah-Ah, for yourself…" Spidermonkey groaned, walking along a wall with one hand pinching his nose, "I...have a lower center of gravity…"

"Yeah, but I'm closer to the water," Makoto countered, "You know how hard it is to get that stench out of my tail? And don't get me started on...know what nevermind."

"How did they make it through here anyway…" Spidermonkey muttered.

"They always find a way," Makoto replied, "Most of the time it's climbing on pipes to avoid falling into the water, or a shortcut that leads right to the village without any problems whatsoever."

"And we had to get stuck with the long way…" Spidermonkey groaned in annoyance.

"Well at least it makes getting there hard," Makoto shrugged.

"Fair…" he groaned as they reached the end of the tunnel, "...I think I see something ahead...is that…?"

"Yup. Kaka Village," Makoto nodded.

"...Why did I feel it was gonna be cat-themed?"

"My first thoughts on it when I first saw it, too," Makoto shrugged.

"I get a bad feeling though...Call it my Monkey Sense," Spidermonkey spoke, propelling down via a web from his tail, "Like when you see that one frenemy walking towards you and you just know they are gonna start some nonsense!"

"Soka...though shouldn't you call it your..._Spidermonkey _Sense?" Makoto quipped.

"Hey...Look over there," he pointed in one direction, making her turn her head before one of his extra arms pushed her over into the water.

"EEK!" Makoto screamed as she fell in, quickly gasping for air once she reached the surface, "..."

"You deserved it for that one and you know it," he smirked, lifting her out via a web attached to her back.

"...Fair, but I won't say when...I won't say how…" Makoto paused, giving him a stink eye as she got back onto her feet, "But I _will _get back at you."

"Yeah yeah, do your worst. I had a cousin who knew magic growing up...I once spent a weekend trapped in the body of a dog," he countered.

"Oh trust me...you won't see it coming," Makoto threatened as she leapt over to the entrance to the village, "Now come on...the sooner we can finish here, the sooner I can get into the shower."

"The signal says they are in there...but it looks quiet," Spidermonkey spoke, "Where did they go?"

"Tao don't knyow…" Tao spoke, sitting beside them. The two Plumbers turned to her before panicking and holding each other in said panic, Spidermonkey flashing back to Ben in his panic, "Hello, screaming people!"

"Tao?!" the two exclaimed, "Wh...how…?!"

"Tao been sitting here for a while, nya," Tao shrugged

"Why aren't you with Ragna and Rook?" Ben asked.

"Tao got bored and decided to look for something more fun, nya." she explained, scratching her ears, "Then Tao took a nice nap till loud splashing woke Tao up."

"...Do you know where exactly they are, Tao?" Makoto asked.

"Nyo...Tao fell asleep when kitties catpiled on good Guy and Armor guy, nya."

"...Can you at least lead us to whoever is…"

"Oh! Hello!" Tao waved, making them blink as they turned...to see a few Kaka Clan members staring them down.

"Are they brainwashed?" Ben asked.

"Eh? You can wash your brain?" Tao blinked before the cat girls began to charge at them, "Oh! I think they're coming to greet you!"

"For our queen, nya…" the Kaka clan kitties droned out.

"...Yup! Definitely brainwashed!" Makoto exclaimed.

"So what do we do?" Ben asked, cycling the Omnitrix.

"Well for one…" Makoto began before jumping onto a nearby rooftop, "Run!"

"Yipe!" Ben panicked, slapping the Omnitrix as he turned into XLR8, he quickly grabbed Tao and blurred off. He skidded to a halt atop a building with Makoto.

"Again! Again!" Tao cheered now on XLR8's back.

"I am not a ride!" he complained, spinning around and sitting her down, "Also why are we running?!"

"One of her can knock someone like Ragna over. Imagine an entire group of her, only more…" Makoto began as the Kaka Clan kitties began to climb the building after them, "Energetic!"

"Oh come on…" XLR8 groaned, picking up both girls and blurring off quickly stopping at the other side of the village, "I don't want to hurt them but what can I do really? We can't let them beat on us...and I don't wanna turn into Diamondhead or NRG and let them hurt themselves trying to break the unbreakable."

"Agreed, and I'm sure Noel would not like it if she heard we baet up a bunch of brainwashed innocent kitties," Makoto sighed, "So our best bet is to find whoever is controlling them and knock them out."

"But who could it be?" XLR8 asked

"...Think it's Animo?" Makoto guessed, "...Nah...Tao here said 'cat lady', so it's obviously a woman."

"Well Animo wasn't the first guy to have power over animals...Clancy had control over all bugs…" XLR8 muttered, "So...does this mean control over animals is a power anyone can just...learn?"

"...Good question," Makoto noted before tensing, "...You don't think there's someone out there that can control squirrels do you?!"

"Honestly I kinda thought you could already do that since I met you." XLR8 spoke.

"...What's that supposed to mean?" Makoto asked as she narrowed her eyes.

"Well from the way you describe folks like you, I'd figure you all had some kind of power to communicate with the animals that make up you other half. Lord knows you almost beat me to the moon this morning with Wildmutt and that squirrel in the park."

"Uh no. That's because I hate that people speculate that squirrels live to annoy and be chased by dogs!" Makoto barked, "Do you know how many times I got chased by dogs when I was a kid?!"

"Is...is it a lot?"

"YES!"

"Well I'm sorry it's not like I know a whole lot of your world...plus why don't you learn that trick yourself and control an army of squirrels?" XLR8 argued, Tao looking back and forth between them during the argument.

"While that would be kinda cool, I'd rather not rob them of their free will like what Animo did with those ants or whoever's doing this to the Kaka Clan!"

"I mean Clancy seemed like he lived in weird symbiosis with his bugs so I gotta figure there are levels to it…" he muttered to himself.

"I don't know who this Clancy is, but the way you talk about him makes it sound creepy!"

"Dude wore an armor of roaches…" he shrugged, "But I mean I wasn't implying you do what they do...but hey if you can communicate and get them to help, wouldn't that be like a city spanning network of spies?"

"Tao is oddly entertained…" Tao muttered to herself as she sat down and continued watching the back and forth, "Only thing missing is the violence."

"I...oh...you…!" Makoto seethed at him, "...Mou~! Why does that sound so cool?!"

"Because I made it sound so cool?"

"Oh don't go feeding your own ego! Just because you saved the universe god knows how many times doesn't mean you have the right to think you're better than everyone else!"

"I don't think that!"

"Uh...first day we met? You claimed you could handle things by yourself!"

"I could!" he defended.

"Yeah you sure had it handled! That alien dog would have eaten you!"

"Dog!?" Tao snapped, getting their attention, "Where?! Where is the filthy disgusting dog?!...They're not a Koko are they?!"

"Koko?" the two repeated.

"...wait. As in...the Koko Clan?" Makoto asked, "I thought they were a myth."

"Kaka cats...Koko...dogs?" XLR8 blinked.

"Wolves, but close kinda," Makoto whispered.

"They are real, and they keep taking food just as we get them, nya!" Tao hssed, her tail poofing up as her claws came out, "Grr...if Tao sees filthy Koko mutt, Tao is gonna…!"

"Wait wait wait!" XLR8 shouted as he lifted and moved them away again just as the controlled Kaka Clan climbed the building they had been on, "For safety's sake," he explained to Makoto, "So let me get this straight...a clan of wolf...things just attack you to steal food...and its recurring?"

"Nyes!"

"Rumor has it both Kaka and Koko Clans have a huge hate towards eachother and fight for territory for good food sources," Makoto explained.

"Food sources?"

"Yeah. Since they live underground most of the time, food...well it can be kinda scarce unless they go up to the surface," Makoto added, "...Doesn't help each Clan can only have up to 100 members in each village."

"...So we gotta fight 99 of her!?" XLR8 pointed at Tao, "Okay...wait...maybe we can use this…"

"How?"

"Tao, when do they normally show up to do this bit?" XLR8 asked, "And has it happened since you found your home here in Undertown?"

"It has, nya…." Tao explained, "And...honestly, Tao...doesn't know. She thought they died after the big war."

"...oh…" Makoto cringed at that before whispering to XLR8, "I think she met a survivor or what could've be what's left of the Koko Clan."

"Oh…" he realized, "Well here I was hoping they were in equal numbers so we could use their next raid as a distraction to snag the crazy mind control lady and I'd run her as far away from here to a Plumber power dampening cell….wait. What happens if they go over 100..."

"..." Tao's ears began to droop at that, "Nothing...only way to keep the number at 100 is if someone finds a mate...or if someone...dies."

"Doesn't help...well it's sciency stuff but it's encoded in their DNA that they CAN'T go over 100," Makoto whispered to XLR8.

"Oh the future is weird…" he sighed, "Sad...but weird."

"It is…" Makoto nodded in agreement with a sigh.

"...Okay. New plan," XLR8 spoke in a serious tone, "We find Rana and Rook, locate whoever is controlling the Kaka Clan, and send them packing."

"Where are they?" Makoto muttered.

"Best bet...captured," XLR8 sighed, blurring around then back, "Yeah, I heard them locked in a dungeon...least I think it was a dungeon."

"Eh? What did it look like?"

"It looked like...a large skillet."

"Nya?! Cat Lady turned skillet we use to cook into a jail?!" Tao exclaimed, "Grr...Tao is gonna cat scratch her!"

"Question...why is Tao immune to this mind control?" XLR8 asked, "I'd figure she'd fall under her control the moment she entered the village...but...nothin'. In fact, she's probably not even feeling anything." he emphasised by tapping on Tao's head gently.

"Nya?" Tao blinked.

"...Good point," Makoto noted, holding her chin in thought, "Maybe she's immune because...well she's really not much of a thinker."

"Odd...you'd think that'd make it more likely," XLR8 shrugged, "Normally mind control never works on the smart people...unless...Tao...are you a genius?"

"...Nya? Genius?"

"...Nah," both of them shook their head in unison while patting her head.

"Found them…"

"?!" the two tensed as they turned and saw the controlled Kaka Clan members coming towards them.

"Yipe!" XLR8 cried as he timed out, "Double Yipe!"

"Quick! Maybe w-" Makoto began as she turned, only to see more of the brainwashed catgirls coming in from behind, "...Triple yipe!"

"Halt!" a voice shouted, causing all the Kaka Clan members to stop.

"We're alive?" Ben blinked.

"For now, possibly," the voice stated as a few of the cat girls parted, letting them see Nyancy as she approached them, "Hello, nya."

"..."

"..."

"...Why are we silent?" Tao whispered to Ben and Makoto.

"Cause I am left confused as to what the heck is going on…" Ben admitted.

"Feeling rather anti-climatic myself…" Makoto added, making Nyancy facefault.

"How dare you!" Nyancy snapped as she shot back up, "I'll have you know you are talking to the queen of cats and these precious and loyal kitties...Nyancy-chan!"

"Told ya...Cat Lady!" Tao pointed.

"Not what I expected," Ben sighed, "But...she has control of your clan...who are all superhuman...which is not good."

"So...does she do...just cats?" Makoto asked.

"Apparently so…" Ben noted.

"Not just cats! Nyancy-chan can make all forms of feline fall before her!" Nyancy declared, "Even the weird yet cute looking ones from the stars!"

"Okay...that can be troublesome," Ben admitted.

"So...can she control Rath?" Makoto whispered.

"Let's hope we never find out," Ben said, cycling the Omnitrix, he quickly slammed the device as he morphed into Water Hazard, "Alright!" he cheered aiming as he blasted water, making the Kaka clan members hiss and back away.

"Ahh! Water!" Tao screamed as she jumped on top of Makoto, "Get Crab Guy away from...wait…" she took a look at Water Hazard, "...Crab~"

"...Uh…" Water Hazard blinked before noticing the hungry looks he was getting from all the Kaka clan members, "...Why do I feel like I'm the main course?"

"Cats like all forms of seafood," Makoto spoke jumping to a different building.

"Great...You find the others; I'll be a distraction!" he spoke, blasting water at the others as Tao pounced on top of him, "TAO! Stop trying to eat me!"

"Crab~!" Tao beamed as she kept gnawing on him.

"Seriously i'm not f-" Water Hazard began before he noticed a shadow casting over him, making him look up...and see both groups of Kaka Clan girls and women pouncing towards him, "...Oh crud."

"CRAB~!"

"Gyahahahaha!" Water Hazard screamed as he quickly aimed his hands down at the floor and fired blasts of water down, sending him away from them as they gave chase, "I am not dinner!"

"You are to my kitties!" Nyancy declared, "Oh my lovelies..._LUNCH TIME_~!"

"Why did her voice get low?!" Water Hazard freaked as he ran faster.

* * *

"RAAAAH!"

***CLANG!***

"That did not work," Rook deadpanned.

"No way...I can do this…" Ragna muttered as he stepped back, sword already out as he charged for the blocked entrance, "RAAAAH!"

***CLANG!***

"Once again, that did not work," Rook noted, still in a deadpan.

"Oh shut it," Ragna growled in annoyance, "This is reminding me of my first time invading an NOL base…" he shuddered, "Fuckin' Sigma…where the hell did she get all that leather...?"

"...Who is…"

"Trust me. You don't wanna know," Ragna said as he backed up, "Okay...one more time…This time, I'll…!" he began before whatever was blocking the door was suddenly punched into the 'room,' crashing into him and into the metal wall.

"Whew! It reeks in here!" Makoto exclaimed, pinching her nose, "When was the last time they cleaned this skillet?!"

"...Judging by the grime, quite a long while," Rook replied as he looked at that wall, "Still, thank you for the assistance."

"No p-" Makoto began before the blockade she had punched collapsed, revealing a groaning Ragna, "...Oopsie. Sorry…"

"God damn...squirrel girl…" Ragna groaned as he pulled himself out of the indent in the wall, "Now...let's hurry and knock out that crazy cat girl…"

"Where is Ben?" Rook asked.

"I am not a crab!" Water Hazard's scream was heard from the other side of the village.

"KANI~!"

"He's, uh...he's doing distraction detail for us," Makoto replied, trying very hard to not look at the blasts of water mixed with yowling, hissing, and cat screeches in the distance.

"...He has a form that looks like seafood, doesn't he?" Ragna deadpanned.

"We should not allow them to meet Officer Patelliday," Rook noted.

"Oh ho no…" Makoto shook her head, "But on the bright side, Nyancy has no one protecting her….hopefully."

"...She made her voice deeper with you as well, didn't she?" Ragna asked.

"On Ben, actually, but dang was it freaky!" Makoto shuddered.

"That I can agree on…" Rook shuddered a bit.

"Least once we knock her out, we won't have to hear that annoying voice of hers anymore…" Ragna muttered, "...Hopefully."

* * *

"BAD DAY BAD DAY BAD DAY BAD DAY!" Water Hazard freaked as Tao and the Kaka Clan members kept chasing after him.

"Nyahahahahaha! Nyes, my kitties! Hurry and feed so that we may march onto the surface!" Nyancy laughed, "DON'T LET HIM GET AWAY!"

"Seriously that's freaky!"

"I am not freaky!" Nyancy argued.

"You are freaky! Very freaky! Especially when your voice goes deep! Then you sound like a guy!" Water Hazard argued, "Als-YEOW! Dang it, Tao!"

"Tao hungry for kani, nya!" Tao declared.

"I am not food!"

"KANI~!"

"Alright, now this is getting ridiculous!" Water Hazard growled before slapping his emblem and Tao spat quickly.

"Ugh! Ew! Nyasty!" Tao exclaimed.

=Well excuse me= a nasally voice noted, seeming to be heard through a speaker.

In place of Water Hazard was a green humanoid-shaped slime. It had solid green eyes and the Omnitrix emblem on its chest area. Hovering above the slime was a tiny disc resembling a UFO with green blinking lights on the bottom.

"Nya?! Crab Guy became a Green Squiggly?!" Tao exclaimed, "You keep away from the Kaka kitties, Green Squiggly!"

=Beg pardon?= the slime blinked before yelping when Tao slashed at him =Ahh! I am not a 'Squiggly!' I'm Goop!=

"You're slimy, so you're related to Squiggly! Tao will not let you eat Kaka Kitties, nya!"

=I don't eat anything in this form!= Goop argued =...Wait a second...=

=There's something that EATS Kittens?!" Goop and Nyancy exclaimed.

"All kitties away from it! The rest of you rip the green slime apart and keep it away from the kitties!" Nyancy shouted.

=The things I do for being a hero…= Goop sighed before yelping when the cat women tried clawing at him =Easy! I...okay. Seriously, those are some big and seriously sharp claws!=

"Get him! Get him before he eats the p-" Nyancy began before tensing, quickly ducking under an attempted grab from behind from Ragna.

"Damn it! Is she part cat t-Gh!" Ragna grunted when Nyancy rose up and headbutted him from underneath and jumped back from him, "Gah...stupid cat brat!"

"I got her!" Makoto shouted as she tried to grab Nyancy, only for her to jump out of the way, "...She's fast."

"Nya ha! You can't catch me!" Nyanc laughed as she jumped onto another building, "But if you want me so badly…" she ducked under a grappling hook that tried to wrap around her, "I'll just have to summon my personal bodyguard, nya~!"

"You are not a cat! Y-" Ragna began before a black blur suddenly knocked him on his side, "Gah!"

"Hmm?" Tao blinked, stopping her attack on the 'green 'squiggly' when she noticed the figure, "Oh! Tora!"

=Tora?= Goop repeated, one of the Kaka women panicking due to her being stuck halfway through Goop's stomach area with two tugging at her sleeves to pull her out.

The figure that had knocked Ragna over was a Kaka clan member. Unlike Tao's blond hair being pulled into braids, her visible brown/orange hair was done in pigtails. Where Tao's jacket was dark yellow, hers was a deep black and seemed to stretch a bit on her bosom area. The paw-like zipper was blue while her skin was much darker than Tao's with her tail being an actual tiger tail.

"...Aw crap. She got her too," Ragna muttered.

=I take it she's dangerous?= Goop asked.

"Think Tao, only not a complete ditz, mature…" Ragna began as Tora brought her claws out, "...And really good at fighting."

"My guardian…" Nyancy began before pointing at the group, "Kill the intruders and the green slime!"

"Oh, this does not b..." Rook began before he barely got out of the way of Tora's claw slash, the attack alone causing the water silo he had been on to be sliced right down the middle.

"See? Told ya!" Ragna replied before using his blade to parry Tora's claws, "Gh! Dammit! This feels like the first time I came down to the village all over again, except with less me reeking of fish from that asshole who used frozen fish as throwing boomerang weapons!"

"Nya?!" Tao gasped, "Tora, why are you attacking Good Guy?!"

"Blame her," Makoto replied as she pointed at Nyancy.

"...Tao remembers nyow...Cat Lady bad guy!" Tao hissed before bouncing off the UFO that Goop used to keep hsi shape and pounced right at Nyancy, "Cat Lady free Kaka Clan nyow!"

"No," Nyancy replied as Tao pounced her, "In fact...why nyot join them~?" she offered as her eyes began to spiral and become slit, looking right into Tao's eyes.

"..."

"Nyes...good...be a good kitty and help my guardian d-" Nyancy began before tensing and barely moved out of the way of a claw jab, "Gh?!"

"Nyo! Tao doesn't wanna hurt Good Guy, nya!"

"Wh-What?!" Nyancy gawked, "Nyani?!"

"Guess you can't control all felines," Makoto noted before yelping as she barely pulled her tail out of the way of a slash of Tora's claws, "Watch the tail! Watch the tail! Even hypnotized, you should respect the Tail Code, dammit!"

=There's a Tail Code?=

"You shut it, Mr. Slimey!"

=Goop=

"...Nyo nyo! I can control her!" Nyancy shouted as she looked into Tao's eyes again, "Listen to me! Obey me and destroy the green slime and the intru-"

"Nyo! You made kitties do bad things! You're making Tora do bad things..you're trying to hurt Good Guy!" Tao hissed, "Cat Lady evil...Nyancy evil! Nyancy get lost, nya!"

=Yep. A complete failure to control= Goop noted before looking down to see the two that had been pulling were now stuck =...Now I feel embarrassed= the UFO moved to the side and his slime body followed, freeing the panicking trio =And again, I do not eat anything in this form!=

"...Nya? Green Squiggly didn't eat them?" Tao blinked upon seeing that, "...Nya?! There's a good Squiggly?!"

Nyancy quickly took advantage of Tao's surprise as she managed to slip out and began to run, "Nyo nyo...impossible...nyo way is there a cat I can't control~! I control all the precious kitties of th..."

***CLANG!***

"Nyoi~" Nyancy groaned as she fell to the ground.

"I believe the term is...shut down," Rook stated, lowering a frying pan shaped like a cat's paw.

"Shut up," Ragna corrected, grunting from another slash from Tora.

"That as well."

Tora was about to slash at Ragna again before groaning, nearly losing her footing as he grabbed her head, "Nya...my head…"

"Nya...why does my head hurt~?" One of the other Kaka Clan members groaned as one by one, they felt the 'strange pull' leave their heads, "...Did I catnip too much catnip again, nya?"

"Eek! New green Squiggly!" another, one of the trio that had been stuck in Goop, yelped.

=Oh for the love of…= Goop began as Tora tackled him...ending up stuck just like the first one did =...I think I just want to give up on today. Anyone else?=

"Yo," Ragna held a hand up.

"...You don't smell of blood or corpses, nya," Tora noted, "More like...mint?"

Goop facepalmed, releasing Tora before timing out, "Yep. Done with today. Rook, cuff Nyancy, read rights, the usual please, then off to smoothies."

"Hold...the worst part ain't done yet," Ragna spoke.

"...What c-GAH!" Ben cried when he was suddenly ponced by the younger Kaka Clan members.

"Wow! He was a Green Squiggly, but now he's not!" one awed, poking him.

"He's a Changing Guy!" another awed while trying to climb up the back of his jacket.

"Can you change into more things than a Green Squiggly, Changing Guy?" a third asked in awe atop his head.

"H-hey! Cut it out! I...heh heh...that kinda tickles," Ben began to chuckle.

"You did something no one's seen before, so you got the kittens curious," Ragna chuckled.

"Could I ask for an explanation please?" Tora asked.

"Nyancy was making kitties and you do bad things, Nya!" Tao shouted, using her tail to point at Nyancy as Rook cuffed her up and began reading her her rights.

"Beg pardon?"

"That girl did something to make everyone except Tao to do things like steal food and anything cat related on the surface and down here in Undertown," Makoto explained.

"Under...town? What did she make us do to our home?" another Kaka woman asked.

"Not here. Another town that's underground," Makoto replied.

"Are more Koko now about?!" a third gasped.

"Oh for the…" Makoto groaned as she facepalmed in time to avoid a flash of green light.

"Lemme tell ya somethin', Kaka Kitties; don't touch the Omntrix," Rath scolded as the kittens all awed...while also earning the attention of the Kaka women.

"Ooh~! He's a hunk!"

"Oh me-wow! What muscles!"

"And that voice is so manly~!"

"Oh dear…" Tora muttered, "...You may want to rescue your friend before they reveal their faces to him."

"...why?" Makoto asked.

"Simple: If a Kaka Clan woman reveals their real face to someone, they've chosen them as their mate for life."

"Lemme tell ya somethin', Kaka Clan ladies: you stay away from Rath!"

"Just look at me, please nya!"

"No me!"

"Me, me, me!"

"Ah! Someone help Rath!" Rath shouted, running away from the women on all fours, "Lemme tell ya somethin, Kaka Clan ladies: Rath is getting over a relationship that ended badly because of Rath! Rath doesn't need more!"

"Oh! He needs comforting!"

"I can comfort you, nya!"

"No, me!"

"Me, me, meow!"

"Ugh...I'll help him," Makoto groaned as she ran off to go help Rath.

"...Please tell me the Elder is ok," Ragna groaned to Tora.

"...I hope so. Hopefully that nyasty Nyancy didn't make us do anything to her," Tora answered as she ran off, 'Stay there! I have a feeling she'll want to know what's going on, nya!"

"That would save a lot of trouble..."

"Seriously, help Rath before he…!" Rath began before he timed out, "...Oh phew…"

"Huh? Where'd the hunk go?"

"There was a flash and he's gone."

"Aw poo~! I wanted to be his mate!"

"No, meow!"

"Me, me, me!"

"...He went that-a-way," Ben pointed to the other side of town.

"Thank you, nya!" the women cheered as they ran off.

"...Well you certainly dodged a bullet," Makoto noted as she walked over to him, "...Then again, so did I, because Kaka women can get pretty territorial when it comes to their possible mates and kittens."

"Noted," Ben replied before frowning as he felt a tail poking him, making him look down at Tao.

"You're really neat, Changing Guy!" Tao beamed as her tail ended up poking the Omnitrix, causing the green to turn blue.

=GENETIC DAMAGE DETECTED=

"Huh/Eh/Nya?" the three blinked at that.

"Oh right...the hundred limit," Makoto recalled.

"Guess Azmuth really liked that feature," Ben smiled as he put his finger to the touchscreen, "Omnitrix...can you help all of them?"

=AFFIRMATIVE: ALL SUBJECTS WITH THE SAME GENETIC DAMAGE ARE WITHIN RANGE=

"Alright...Omnitrix...heal them. All of them," Ben smiled as the pad slid back and the dial popped up with the symbol glowing blue.

=ORDER VERIFIED: ACTIVATE GENETIC RESTORATION PROCESS=

* * *

"And now sign here," Max noted as Noel wrote her name, "Initials here, here, here, he-_not _there! Almost got yourself volunteered for an off-world apprenticeship if you initialed there." Noel sighed in relief, "And finally, full name right here."

"Was that the last thing?" Noel asked, rubbing her writing hand's wrist while wearing a white shirt with a cute dog face on the chest area and a blue skirt reaching her knees.

"Yes, that was the last thing," Max assured as he placed a Plumber's badge with a star-shaped necklace by it before Noel, "Now I'm glad that Driba and Blukic made these in bulk by mistake."

"Oh. Th-thank you," Noel nodded as she took the item.

"We're back~!" Makoto called out as she and Ben walked into the room, "Sorry we're late. Got caught up in something big...possibly species saving big."

"...What did you do?" Tsubaki asked with a sigh.

"Caught a new criminal responsible for multiple counts of theft, public destruction, and mental manipulation of an entire race," Ben replied.

"In short, we caught this Nyancy girl that had brainwashed the Kaka Clan into doing her bidding," Makoto simplified.

"There's members of the Kaka Clan here, too?" Tsubaki blinked in surprise.

"More like their entire village."

"...And she was controlling every single one?"

"Yup...except for Taokaka and the Elder."

"Turns out the Elder was taking a day long cat nap," Ben explained.

"And turns out they all love Rath," Makoto snickered, "They chased him all over, trying to get him to look at their faces until he timed out."

"...I take it that's why it took you so long?" Max guessed.

"No, it was doing our best to calm down some freakouts from the genetic damage being repaired...and then having to make sure Ben kept a blindfold on until we left when they realized that he was the reason they could have more kittens," Makoto replied, smirking.

"You led me into that water on purpose," Ben accused.

"Told ya you wouldn't see it coming~" Makoto smirked.

"Genetic damage?" Noel repeated.

"The Omnitrix has a feature in it that can help repair genetic damage. Like say someone's been infected by a parasite that's altered their body into something else? Poof. It's fixed. Though for really bad cases, the DNA has to be added on to," Ben explained, "Like an entire race ending up sterile, you have to mix their DNA with other species to help them live on."

"...Wait. Are you saying you helped the Kaka Clan with their hundred limit?" Tsubaki asked before looking to Max, who had a brow raised, "The Kaka Clan are from our time. Due to some genetic issues, they could only have a hundred alive at a time. No one knows just how or why, but that's how it is or, rather, _was_." she looked at the Omnitrix, _'I'm of mixed feelings of Kajun being here. If she is, the good feelings are having another friend to be comfortable being around. If she is, the bad feelings are her being around the Omnitrix.'_

"...so...what's going to happen to them now?" Noel asked.

"Eh, they'll more than likely stay in their village and go out to find guys to hook up with to have kittens," Makoto noted, "Though I did hear some wanting to work together to find Rath..."

"And now I fear for whenever I turn into Rath," Ben sighed, "Seriously, those ladies freaked Rath out. _Rath_."

"When a Kaka Clan woman wants something, they won't stop until they get it," Makoto stated with a snicker.

"Makoto...y..." Tsubaki began with a sigh

"Let meowt!" Nyancy's voice shouted, "I WANT MY KITTIES AGAIN!"

"They are not yours and the elder has been given paperwork for a restraining order on you for the entire clan," Rook's voice informed, "However, good behavior will allow you to request things that cannot be used to escape confinement."

"...Nyancy wants a kitty doll, nya…"

"...Does….does she really talk like that?" Tsubaki slowly blinked.

"Yup…" Makoto deadpanned before shuddering, "And that deep voice of hers is freaky…"

"Really freaky…" Ben added, "And don't let any Plumbers that look like fish or crabs or any sea-based life be near a Kaka." he shuddered, "That was no good."

"...why…?"

"He nearly got eaten as Water Hazard," Makoto explained.

"You could've tried to warn me!" Ben hissed at her.

"Yet you went for the one Alien that looked like a crab," Makoto countered.

"I thought I could scare them back with water!"

"Be glad I warned you they don't like dogs," Makoto replied, "And that you don't have a wolf form."

"..." Max and Ben tried to not look at her at that.

"You have a wolf form?" Makoto asked, "Yeesh, what can you _not_ turn into?"

"The alien I want most of the time," Ben sighed.

"Which is because you don't bother to look at who you choose, moved a bit too far or too early, or jinx yourself," Makoto replied.

"...Hey, Noel, I think Makoto wants your best meal for dinner tonight," Ben noted, causing Makoto and Tsubaki to freeze up.

"Oh good! I was hoping to make it tonight as thanks for saving me yesterday!" Noel beamed.

"Why…?" Makoto rasped out, utter terror on her face as Noel was completely distracted with planning dinner.

Ben shrugged in amusement, "Well, Makoto, as you're the apprentice and I am the teacher, your orders are to eat what she cooks for you tonight."

"No~" Makoto slumped at that.

"...Is there something I'm missing?" Max blinked.

"We love Noel like a sister, but…" Tsubaki began as she whispered to him, "...She can't cook. We tried to get her to taste her cooking, but she made a rule to never taste it...ever."

"Really now? That's something," Max noted.

"Yes...one night for dessert she made something that was cold but was as hard as a diamond in the center, and some sort of chocolate sauce that was more...crispy than chocolatey…"

"Oh! You're talking about my Mousse, Tsubaki?"

"THAT WAS A MOUSSE?!" Tsubaki and Makoto gawked.

"Huh...That actually sounds like a Petrosapien Quartz Mousse," Max noted.

"Eh?" Makoto and Tsubaki blinked at that.

"I know a good place for some ingredients," Max offered Noel.

"Oh, thank you, sir!" Noel beamed.

"...What kind of pandora's box have you opened?!" Makoto hissed at Ben.

"No clue, but I get the feeling I'll be experiencing the eating experiences I had when I went with Grandpa and Gwen on those two road trips when I was ten and eleven," Ben replied.

* * *

_SZ: *yawns as he got up*man what a nap….what did I miss?_

_GT: *wearing a barrel* Z0 released a clothes-eating bug in the place then ran off._

_SZ:...He did what?! I...know what nevermind….we are done with the original chapters for now...right?_

_GT: I believe so, yes._

_SZ: Good, then we can get back to season 1's canon episodes and wrap that up soon given how we combine two parters usually._

_GT: Indeed._

_SZ: Read and review folks._


	8. Hot Stretch

_SZ: Wow...over 60 reviews already..._

_GT: That's good to hear._

_SZ: Hai...we own jack squat aside from original content, so begin!_

* * *

Heatwaves...something no one ever wants to go through, especially during the summer. The current wave was exceptionally strong, and it was growing difficult for the likes Rook and Makoto. Rook in part to his being covered in a layer of fur and Makoto for a similar reason, mostly pertaining to her tail and metabolism. But, sadly, that was not an excuse from work. The group in full had been on their way to an afternoon trip to Mr Smoothie for something to beat the heat; but along the way, sirens and police cars speeding down the road tipped them off that they had work to do. Sure enough, Max called saying that Coriolanus lab had been broken into and a very dangerous and powerful piece of tech was stolen by someone with alien abilities.

Said figure was a woman clad in a purple jacket with a white fur collar and cuffs, a skirt that seemed to merge with her jacket with a similar white fur lining around the edge, pink stockings, purple snow boots, and gloves. She had short pinkish-red hair and most of their features were hidden behind a large pair of shades and a tiara-like hairband

"Wow, they are fast," Ben awed, seeing the person clad in purple jump from roof to roof with amazing gymnastics.

"I'd be impressed if they weren't getting away with something stolen," Makoto muttered, already in her armor as she and Ben hopped out of the Proto-TRUK, "But let's hurry and catch them. The sooner we do, the sooner I can get out of this and get something nice and cool to drink."

"Right!" Ben called as he rushed forward while slamming the Omnitrix, transforming into Crashhopper. He then grabbed Makoto before jumping and clearing the ground to land on the roof tops.

"Big…." Noel muttered, seeing that as she froze, the shy blonde wearing a light-blue and white variant of Rook's armor.

"Rook," Tsubaki sighed.

"Right. Flying after them now," he said as the Proto-TRUK transformed into its flight form and took off into the sky.

The purple figure continued to hop from rooftop to rooftop as they ran, Crashhopper and Makoto starting to close in on them as they attempted to grab them, only for the figure to move, jump, or duck under each attempted grab each time. Crashhopper attempted to hit the figure, only for them to slide right under his attempted strike as they rushed towards an unfinished building. Crashhopper leapt to the building as he jumped from steel beam to steel beam to keep pace. He rammed his way through the next beam in the crooks path making them fall, he then gawked seeing their arms stretch as they swung around through the skeletal structure of the building.

"Stretchy powers...neat!" Makoto awed, landing on a steel beam, "...Seriously though, how is she not hot wearing that coat?"

"Dunno," Crashhopper shrugged as he began to approach the figure, "At the end of your rope, huh?"

"...Not ever," the woman countered as she beckoned him to come over.

"...Oh they usually don't say that unless…" Makoto began in realization before Crashhopper leapt at the woman, "Ben, wait!"

The woman fell back over the beam, letting Crashhopper fly right past her. In the process, her large shades fell, revealing her face in full. She was a young woman...about Ben's age with light pink skin, purple eyes, and alien features such as markings under her eyes, and her eyebrows which were white and...resembled very small antlers. She smirked as Crashhoper fell down...and landed in a rooftop pool, scaring a poor woman who was trying to relax.

The girl, however, stretched her arms and pulled herself back to her perch from before, "You might have the power, Ben Tennyson, but I have the reach."

"Oho! She thinks she's cute!" Crashhopper complained, jumping out of the water.

"She did play you like a fiddle just now!" Makoto called out.

"Gh!" Crashhopper facepalmed.

"Oh, I just gave myself away…" Makoto realized.

"Uh...yeah you did," the girl smiled as she turned to face the squirrel girl, "I don't think you guys are very good at this, huh?" she giggled.

"...Says the girl who let the thing they stole fall out of its container," Makoto countered.

"Hmm?" she blinked as she looked down, seeing a bright reddish ball falling towards the streets below, "Oops…"

"I got it!" Crashhopper shouted jumping down as he landed right next to the orb, he then stopped as his Omnitrix began beeping.

=WARNING! RADIATION DETECTED=

"Oh...that's not good!" he spoke, slapping the dial and flashing to Heatblast, "I was going for NRG, but this works fine too." he spoke, moving to pick it up as it began burning through the very cement it landed on, but he was blindsided when the girl's arm grabbed it first and pulled it back up with no signs of burn or discomfort. She then quickly put it back in the containment device before sealing it properly.

"It's been an honor, Ben, but I don't think this form or the other suits you," the girl stated before waving at him, "Buh bye~!"

"Get back here!" Heatblast shook his fist as he blasted at the ground and flew up at her, only to miss as she jumped away at the last second, letting Heatblast overshoot...and land in the pool again, which, after a few moments poofed away into steam as a very frustrated growl of anger was heard.

"Again...played you like a fiddle," Makoto deadpanned from above.

"Not the time, Makoto…" Heatblast groaned, shooting out of the now empty pool and flying to where he saw her go, landing in a drainage canal right next to a tunnel that they knew lead into Undertown, "So...where did she take the Fusion device?" he asked into the Omnitrix as the Proto-TRUK landed next to him, Makoto sitting atop it.

"Well, the readings say she went into that tunnel," Tsubaki explained, walking out with a scanner.

"Oh great. Like that'll be easy to search…" Heatblast complained.

"Are you going to stay like that?" Rook asked, using his own scanner to double check her trail.

"Just 'till I time out." Heatblast explained.

"How long does that take?" Noel asked, interested in watching the flames on Heatblast's head billow about.

"15 minutes...give or take…" he muttered, timing out just at that moment, "Or whenever it wants."

"...I think she appreciates this form more," Makoto teased a bit.

"Yes, she made it quite clear she much prefers this Ben Tennyson a little more," Rook agreed with a small smile.

"Huh?" Ben blinked at that.

"...Really? You had a girlfriend and you can't tell when someone's flirting with you?" Makoto asked.

"Nah!" he waved off, "She probably just wanted to see Ditto or Upchuck," he argued, "Everyone claims those are my cuter forms."

"While true, I highly doubt that…" Tsubaki smirked, getting in on the fun of teasing Ben.

"Hey come on...I…" Ben began before Rook and Tsubaki's scanners went off.

"That way for sure now," Makoto smirked.

"Like Ben said, it won't be easy to search…" Tsubaki sighed as the girls walked ahead first.

"How do you know that's what the alien girl meant?" Ben asked Rook.

"It was rather obvious," Rook smirked.

"Yeah...like you know everything about girls…" Ben muttered.

"Just enough," Rook smirked again.

Sure enough, the pipe led into Undertown as they found themselves in the middle of the shopping district. Aliens were walking around, looking for goods and etc. Rook and Tsubaki's scanners went off as they all turned to a random shop.

"Is this it?" Ben asked tapping a cylindrical engine looking device.

"It's just an old Thermo-Electric generator...space junk," Rook sighed.

"Aliens have some amazing junk…" Makoto muttered.

"Not junk! A bargain!" the owner of the stall stated, "Twelve Taydens..interested?"

"...No thanks," Ben muttered as Rook and Tsubaki turned their scanners off to stop the beeping.

Ben paid a stall for some water bottles for all of them. He took his and began chugging it down before letting the rest splash his face. He sighed in relief as it steamed off him a little. The girls sighed, drinking theirs to cool down. It would appear the heat above was making Undertown even hotter due to being subterranean.

"How is it even hotter underground!?" Ben complained.

"I don't know, but I wanna find this girl fast!" Makoto exclaimed.

"I am amazed the residents are so used to this…" Tsubaki added, looking at the aliens perfectly fine.

"...Do you think the Kaka Clan are doing okay?" Noel asked in concern.

* * *

"Hot…." Tao groaned, laying on the ground, "So...hot….nya~!" she cried, sticking her tongue out as she let her head fall and hit the ground.

* * *

"I'm sure they must have some way to beat the heat…" Ben muttered.

"Still...I will need to recalibrate the scanners...with all the alien technology down here...we might have difficulty," Rook stated, messing with his scanner in hopes of making it only find the Nuclear Fusion Device.

"...I-I think I see her up there," Noel spoke, earning their attention as she pointed at some overhead pipes, seeing a familiar thief running on top of them.

"Thank you, Noel!" Ben smirked as Rook grabbed him and used a grappling hook to pull them up to the pipes above.

"Going up!" Makoto smirked, grabbing her friends and jumping after them.

The five chased the alien girl before she stopped at a deadend on the walkway. She turned as the five cornered her.

"Hold it!" Ben spoke as she looked at him.

"You turned human," she smiled in interest while pulling her hood back.

"I do that," Ben smirked simply.

"Hand over the Fusion Engine, please," Rook held his hand out.

"What if I told you I couldn't?" she replied simply.

"It's not a matter of 'could,'" Ben argued, "Five...to one."

"You sure you won't just trust me on this?" she asked as Ben activated the Omnitrix, Rook grabbed the ProtoTool as the girls stood on standby for whatever happened next, "No?" she said before jumping off the unfinished path, making them all panic before she landed on the pipes below.

"...Rook, you and Noel stay here and cover from above," Tsubaki ordered, "Ben, Makoto, you're with me."

"On it!" Makoto cheered, jumping after her.

Tsubaki and Ben jumped down after her before joining the Beastkin in chasing after the girl. Rook pulled out his Prototool as he aimed for her from above. Noel got down near him as she summoned a pair of large guns, carefully aiming one of them as she focused her sights on the thief.

Makoto caught up with the girl first as she grabbed at the Fusion Engine. The girl, however, spun around and pushed her hand away. Makoto pushed forward as she punched her fist forward, only to miss as the girl leaned to the side. The two rolled around one another before Makoto blocked a kick from the alien girl, she then shoved her hand as it stretched and pushed Makoto along the pipe and away from her. The mystery thief then ducked under a kick from Tsubaki before flipping forward and landing between both female agents of the Plumbers.

"Wow...you're both pretty good...for human girls," she taunted.

"Technically I'm half human, but thanks," Makoto quipped, "Not bad yourself, Ms. Thief. Now how's about handing over that engine?"

"Trust me, I need it more.," she smirked, holding her hands up.

"You need a dangerous Nuclear fusion device…?" Tubaki raised an eyebrow before she looked up and motioned to a pipe above the girl to their ranged support.

"Trust me. it'll be safe where I'm taking it." she smiled before stretching her leg out and kicking Makoto just as she moved to charge her, "So in advance I'm sorry."

"Yeah they always say that." Ben sighed slamming the Omnitrix.

His body swelled up as black carapace armor covered his body. Ben was replaced by a giant beetle looking alien covered in dark black shell with a green tint, his torso was pure green with grey armor along the interior of his arms and his upper legs; grey toes and claws flexed as spikes formed along his arms. His large head had a giant grey underbite jaw with jagged teeth, a grey horn grew from atop his head and curved forward slightly before forking like a Japanese Rhinoceros beetle.

"What's with the bug aliens today? First Crashhopper now Eatle…" the new form complained.

"Oh no…" Rook realized looking at Noel who began to shiver, accidentally sending of a shot that knocked a pipe down.

"What?" the girl blinked as the pipe fell towards her, she cringed before blinking as it never hit. She looked up to see Eatle holding the pipe up...before opening his jaw...and eating it, "Whoa!"

"Eatle...Eat...Beetle...oh!" Makoto realized.

"...B….b…..bu...bu…." Noel stuttered in fear, "...GIANT BUG~!"

"Wait, Noel! It's me...Ben!" Eatle panicked as he finished eating the pipe.

"She already fainted!" Rook called out.

"Of course she did…" Eatle sighed as he turned around to see the girl running, "Makoto, cut her off!" he ordered as he let Tsubaki climb on his back as he began leaping up and climbing along several pipes.

"Why are you so fast...and how are you not dying of heatstroke in that outfit!?" Makoto demanded, chasing her.

"I could ask the same to you. That tail looks awfully fluffy...and awfully warm," she taunted.

"Oh like you wouldn't believe, especially if I'm in a sleeping bag!" Makoto countered.

"Oh that sounds lovely, I'm feeling chilly..." she sighed.

"Wait, what?" Makoto asked, confused, "You're cold...in this heat?!"

"It's just enough to be able to come outside," she argued as she used her hand to swing across a gap in the pipes.

"I don't get aliens!" Makoto complained, jumping the distance and rolling across the pipe after her.

"Don't worry about it!" she smirked before stopping as a green beam hit the pipe in front of her making her stop.

Eatle and Tsubaki landed on the pipe just as Makoto caught up. Rook swung over and cut off her path with Noel clinging to his back.

"Got ya," Eatle spoke, charging up his horn to shoot again.

"...Are you sure?"

"Huh?" Eatle blinked before Makoto tapped him, making him turn to look at her before she pointed down, the beetle-like alien slowly looking down to see the pipe underneath them starting to give out, "..."

No one had much time to react as the pipe fell down. Everyone tumbled to the ground along with scrap metal which crushed a wooden barrier to a hidden section of Undertown. The girl groaned, holding her head before realizing the Fusion Engine was gone.

"Yeah...pretty sure we got ya," Eatle spoke as he used his body to shield his team and now held the Fusion Engine in his hands.

"...Know what? I'll give you that, Ben. You turned a mistake you made around…" Makoto stated.

"Told ya I was good at this. Besides, this is one of my heavier hitters," he chuckled as Makoto quickly jumped on the girl and pinned her down before she could run off.

"Sorry. It was fun, but…" Makoto began.

"Get off her!" a voice shouted, echoing throughout the area as the group turned towards an opening.

From within the tunnel, a large number of figures marched out. All of them were humanoid with the same skin, markings and antler like brows as the girl marched out. All of them were tall and much more imposing though. Several pulled out energy rifles as they aimed. Eatle grabbed Makoto and lifted her off the girl before backing away.

"Give us the Fusion Engine," the leader of the group demanded.

"Who are you?" Eatle asked

"We are the Kraaho," the leader answered, "I'm Seebik."

"Can we do this quickly, Seebik?" a shorter more round member of the Kraaho asked, huffing and shuddering as if freezing, "I can see my breath!"

"You're cold?" Eatle blinked.

"Cold nothing...they look like they are freezing," Makoto added, "Look they got the whole arctic parka thing and super thick clothing."

"...It could be their biology," Tsubaki guessed, "While it may be hot for us...it's most likely cold for them."

"We want the Engine," Seebik repeated as his warriors charged their rifles.

"Quickly!" the rotund Kraaho added.

"Lackno, shut up." Seebik groaned.

"You will not get it," Rook argued.

"Not without a fight," Eatle added...only to timeout back to Ben, "God...Oh!" he complained.

"...Ooh...what happened?" Noel groaned as she regained consciousness...only to see what was happening, "?!"

The girl's arm stretched and quickly grabbed the Fusion Engine before tossing it to Seebik. His arm extended into the air to catch and bring it back to him and his group.

"Is everyone made of rubber?" Ben complained.

"Only the winners," the girl smirked as she walked over to the Kraaho.

"Oh she is good," Makoto praised her skills at one liners.

"We are not letting this happen," Tsubaki sighed, bonking Makoto on the head.

"Last warning," Ben added, lifting his Omnitrix.

"Yes?" the girl smirked, turning to Ben.

Ben tried to bring up the roster but...all he got was the recharge sound, "I...I got nothin'..."

"Let's do this again sometime." she smiled, "This...or anything else, I guess." she finished with a wink at Ben.

"Buh?" Ben blinked confused.

"...Yup. She's totally flirting with ya," Makoto noted.

"C-c-c-can we get going now Seebik? I'm F-f-freezing!" Lackno stuttered as he jumped on his leaders back and looked over his shoulder at their pilfered device.

"Ester, stop talking to that cold-cut!" Seebik ordered the girl, revealing her name; Ester rolled her eyes in annoyance.

"These are Tungsten based life forms, no doubt." Rook whispered to the others.

"Hmm...that would explain their preference to much higher and harsher temperatures," Tsubaki spoke, "And why this is so cold to them...but...why is this Ester girl only mildly inconvenienced?"

"Girls are the stronger of their kind?" Makoto asked.

"S-Seebik! T-two more minutes and I'm an ice sculpture!"

"Alright, Lackno!" Seebik growled elbowing his friend back, he then aimed at Ben, "But first finish him off!"

"Seebik! That's Ben Tennyson!" Ester argued, appalled by his order to their clansmen.

"Wait just me?! What about Rook? I'd totally let you guys off but him...no way! This guy never gives up!" Ben complained as Rook smirked, realizing his plan to bide for more time for the Omnitrix.

"Yeah! So does Tsubaki! She probably would smack us with a rule book if we didn't stay and try to get that dangerous nuclear thingy back!" Makoto added.

"You be silent!" Seebik barked before looking at Ester, "And you, back to the Hot Spot!"

"You never said you…" Ester began before glaring at Seebik, "This isn't the Kraaho Way!"

"Interesting…" Tsubaki noted to herself from how she spoke.

"The Kraaho way is what I say it is!" Seebik snapped, "Now go!"

Ester growled as she backed away. The group of Kraaho warriors moved forward while spreading out and forming a half circle around the five of them. They began stomping the ground causing it to crack with each step. They then stretched their arms out and interlocked them forming a line as they began closing in corralling the Plumber agents.

"They seem to want to...off us. With some kind of ritualized offing?" Rook asked confused as he was usure what this ritualistic war dance was.

"Oh great. They're gonna war dance us to death." Makoto spoke as the Omntrix finally turned on.

"Thank you, Tribal Culture channel," Ben spoke, slapping the dial as he transformed into Gravattack.

"You knew they'd do something like this?" Tsubaki realized.

"Well they seem to have some sort of culture comparable to a Native American tribe, so I figured they had a ritual to off their enemies via war dance to intimidate them," Gravattack spoke as he held his hand out and formed spheres of greenish aura as he sent out a wave of gravity, lifting the Kraaho up into the air, "Now...to deal with you lot. First...I make you weightless..and then…" before he could continue he timed out once again leaving Ben standing there as the Kraaho were left to slam into the ground with the rubble of the gravity burst.

"Oh come on!" Makoto snapped.

"I thought you said 15 minutes!" Rook panicked.

"And I said Give or Take!" Ben argued, messing with the Omnitrix again.

"No! I think it was because you used it just as it recharged!" Makoto argued.

"Don't start with me!" Ben snapped just as the Kraaho started getting back up.

"...um...m-minna…" Noel spoke up.

"We can't fight all of them...Ester gave us a run for our money…" Ben sighed.

"I can take 'em." Makoto spoke before Tsubaki grabbed her ear, "But running...running's good!"

"Honestly, Makoto…" Tsubaki sighed.

Before the Kraaho could attack, they all grunted as water began pouring from a pipe. The water was barely cold, but upon contact with their bodies it began steaming. The Kraaho began shuddering in temperature shock as to them it was freezing cold. Everyone turned to see Ester as she opened the pipe.

"Sorry...I can't let you do this!" she grunted, closing the valve as the Kraaho began running for the tunnel.

"I'm Freezing!"

"AH! COLD!"

"NOT COOL, ESTER!"

"D-D-d-d-don't say...C-c-c-c-cool!"

"...She's giving us a chance to escape," Tsubaki realized.

"RUN!" Makoto panicked.

"I can't see!" one Kraaho shouted.

"OW! Why ya hit me!?"

"Lanko did it."

"You jerk!"

"Teenagers…" Seebik groaned as Ester and the Plumbers vanished in the wall of steam. He then looked to see Lackno with tongue stuck to a pipe, "Seriously…how?"

"I doh knuh how…"

* * *

Ester led them through the tunnels into a water drainage system, all the while leading Ben by his arm. Once they were far enough away, Ben yanked his arm back.

"Hurry!" she ordered.

"No. We can't just leave them," Ben argued, "We have to go back and get the Fusion engine."

"Yeah! Now we know they don't like cold! You can go Big Chill and scare them off with ice blasts!" Makoto added.

"Yes, that is a good pick," Rook agreed.

"But they have what they want. They won't be anymore trouble," Ester argued.

"I get it. The Fusion Engine...your people want to use it as a heater for your village," Tsubaki realized.

"More or less, yes."

"..But, why aren't you cold?" Noel asked.

"Simple; I'm only half Kraaho."

"Half?" Makoto blinked.

"They can't go to the surface, too cold. To me, it's just nippy." Ester smiled as she opened a grate and lead them back to the streets above.

"Oh...your other half is human!" Noel realized as Makoto lifted her up.

"That's why you're not looking like you're gonna suffer frostbite," Makoto added, "And why you at least need that parka."

"Yup."

"So the Kraaho just wanted to make their home more comfortable for the rest of your clansmen." Tsubaki noted.

"And with the Fusion Engine they can do just that…" Rook finished, "But...does that make what she did okay?"

"I mean she did it for her people…" Makoto argued, "It looks like they'd be sick without it...they are just desperate."

"She gets it," Ester smiled before pointing at Rook, "You're just overthinking it."

"We'll talk it over with Grandpa and see if we can do something the right way to help. For now...they do need it…" Ben sighed, "Maybe next time ask for help will ya? The Plumbers are around for a reason."

"Ben has a point...their clan needs it to stay healthy. It could be worse for them in Winter if this summer heatwave is still freezing to them," Tsubaki sighed.

"Well as long as…"

"It's Ester!"

"Hmm?" Ester looked over to see a bunch of Alien kids looking over at her and calling her over, all of whom were young Kinecelerans, XLR8's species.

"...Friends of yours?" Makoto guessed.

"Kinecelarans…" Tsubaki spoke, "I had no idea so many lived on Earth…"

"Yeah!" the kids cheered as Ester walked over to them, a small girl dressed in pink then waved over to the Plumbers.

"Come on, new guys!"

Ben smiled, walking forward before Rook put a hand on his shoulder, "We were chasing a thief...and there she is!"

"Yeah...and she saved us," Ben sighed, "Look, I get this is hard to grasp...but sometimes even good people do bad things for good reasons. We need to do something, but we can't just confiscate the device if it'll help her people survive."

"Ben's right…" Makoto nodded.

"Rook...I don't like it either...but...this is a difficult situation," Tsubaki sighed, "I shall contract Magister Tennyson and see what can be done. But for now...we might as well try to relax. Regain our strength and plan what to do."

"Yeah...right, Noel?" Makoto looked to Noel, "Noellie?"

"The little one in pink is so cute…" Noel whispered.

"You wanna play?" one of the kids asked Ben.

"He's playing!" Ester declared, tossing him a pipe which had strips of cloth and tape acting as handle wrappings, forming a stick that could be used for some kind of street hockey-esque game.

"...You guys wanna join?" Ben asked his team.

"No thank you/I am good, thanks," Rook and Tsubaki replied.

"Ano...I'll just watch," Noel added.

"...Eh sure," Makoto shrugged as she walked over, "I'm more for lacrosse, but hey. Sports are sports."

"Cool. Then let's…" Ester began.

"Car!" one of the kids called out as they all moved out of the way of an incoming car.

"Stay out of the street!" the driver shouted, "Darn kids and their freak costumes…"

"Bleh!" Makoto and Ben taunted him as he drove off.

"Honestly the nerve of some p-WOAH!" Makoto yelped when she and Ben were suddenly knocked over by a few blurs, the blurs went back and forth a few more times knocking them around.

One of the kids tossed the puck at the bucket which acted as their goal, but Ester quickly stopped it with a stamp of her stick. She twirled her stick before chucking it back, the kids and Makoto moving out of the way as it beamed Ben's head.

"...Not bad…" Makoto noted before picking up Ben's stick, using it to flick the puck into the air before hitting it against a nearby tree, which caused it to ricochet off it before Makoto jumped up lightly and hit it, sending it rocketing past Ester and into the other goal, "But nothing compared to the captain of my school's lacrosse team. Spoilers...it's me."

"Oh you're fun." Ester smirked.

"Mmmm..." Ben groaned, getting up as he slapped the Omnitrix and transformed to XLR8, "Let's play!"

XLR8 began blurring around, taking the puck before tossing it to Makoto who scored for their team again. Ester smirked as she used her powers and swung her extended arm and knocked the puck away before Makoto could shoot it, making XLR8 run off to retrieve it from the kids.

"Heh heh! This is f-car!"

"Again?!" Makoto groaned as they got out of the streets just as another car passed by.

"You darn kids!" the driver shouted.

"It's called fun! Try it once in a while!" Makoto shouted at the driver.

"I took his licence plate," A kid smiled, holding it up to show Makoto.

"Ha! Nice!" Makoto laughed.

"Makoto! Don't encourage that!" Tsubaki barked.

"Anyone do it to the really rude guy...he deserved it." Makoto told them.

"Ah man...That's a good point…" Several muttered.

"Ugh…" Tsubaki facepalmed.

"Oh chill out...they're good kids." Makoto laughed, patting the heads of the younger ones, "Those guys were rude…"

XLR8 noticed how the kids seemed to be getting heated from the sun, so he slapped the Omnitrix and turned to Water Hazard. He aimed up and fired jets of water making a sort of rain as it began cooling them off, the water forming a rainbow as it fell.

"...He's really good with kids," Makoto noted as she and Ester watched.

"Yeah, he's like a kid at heart!" Ester laughed before the kids pointed at them.

"Uh-oh...you guys are in trouble," Water Hazard spoke.

"Fire!" one boy shouted excitedly.

"Ben don't you d-" Makoto began before yelping in surprise when she and Ester were suddenly blasted with water, "Ahh! Oh..oh ho! Oh you are gonna get it!"

"Run!" Water Hazard laughed as the kids scattered.

"They look so happy." Noel smiled.

"Hmmm…" Rook sighed as he crossed his arms with a frown.

"...Ester still troubling you, Rook?" Tsubaki asked.

"Yes...I am a Plumber...Ben is a Plumber, our duty is to enforce the law. But...yet here we are...enjoying an afternoon with a thief who stole a dangerous Nuclear device...and left it with her people…" Rook spoke.

"But…" Noel added, knowing he wanted to say more.

"But...I do...understand the burden of responsibility and contemplating doing something extreme for the sake of your people." he sighed, "But...we can not just ignore what happened either."

"...I know how you feel, Rook," Tsubaki sighed as she looked over at Ester, "But...she doesn't seem like a bad person."

"Yes...I know," Rook nodded.

"Well that was refreshing…" Makoto grumbled as she used a towel to dry her hair.

Ben gave another towel to Ester as she shuddered from the cold of the water, the towel helping her warm up as Ben draped it over her head. She breathed out, releasing a cloud of breath which turned the water on Ben's hair to snow. Ben awed in amazement at that; this seemed to cause Ester to blush from the look he gave her. She giggled a bit as she ran past him.

"...She so likes you," Makoto teased.

"Everybody likes me, I'm a hero." Ben smiled simply.

"...Wow you are dense…" Makoto sweatdropped as she walked off, "Cute...but kinda dense."

"I am n...wait. What was that last part?" Ben blinked at that.

"Nothing~" Makoto giggled.

"...I just don't get her at times…" Ben muttered as Rook walked over.

"I am certain you do not 'get' most females," Rook pointed out.

"Wha…" Ben muttered.

"...Nevermind," Rook sighed before looking at Ester as she was laughing a bit with Makoto, "Ester...even if she acts nice, she is not completely innocent. You need to tell her the party is over...or else I will do my job."

"Rook...y-" Tsubaki began.

"I apologize Tsubaki, but no matter the reason, she still committed a crime…" Rook frowned, "As such, it is our duty to make sure criminals receive the justice they deserve."

"But...she didn't do anything wrong," Noel spoke, "She was just looking out for her tribe."

"And what if they're planning something horrible, using the Fusion Engine she stole?"

"...Look, Rook, I get it…" Ben sighed, "But it's a weird line...doing something right for a good reason...she saved us...she never wanted to hurt anyone and was even against that Seebik guy's plan to off us...I can tell she's a good person. She just messed up. I'm not a cop, Rook...I'm a hero, so that means I try to help everyone."

"...Yes, but sometimes even a hero must make the difficult choices," Rook countered.

"You have a point Rook," Ben sighed as he looked down, "...That they do...but doesn't mean you still can't save everybody." he smirked, "So...let's do some hero-ing."

"...What a-" Rook began before the ground began to rumble, "?!"

"...Oh that can't be good," Makoto whispered before she quickly grabbed one of the kids and jumped back before a pillar of lava burst from the ground, "?!"

"L-Lava?!" Noel freaked.

"...I knew it," Rook frowned as he glared at Ester.

"I swear I didn't know!" Ester defended.

"That the Kraaho would use the Fusion Engine to do this?!" Rook snapped, earning silence from her as she looked down.

"It doesn't matter now!" Ben declared slamming the Omnitrix as he became Arctiguana, "We need to make sure no one gets hurt!" he declared blasting a wave of ice which froze the lava back into stone, "You can either blame her...or you can do your duty and help people," he pointed out as he blasted his ice breath as far as possible, stopping the lava at its source.

"...Right…" Rook sighed.

"We need immediate back-up," Tsubaki spoke into her badge, "Lava has…"

=We know. There's multiple geysers appearing across all of Bellwood= Max replied =We have rescue teams already helping=

"...Any ideas of the source?"

=Yes. It seems they're coming from underneath Undertown…=

"...Meaning it won't be long before the lava gets there, too…" Tsubaki realized with wide eyes.

=You guys handle this. Leave the town to us, the tech team is working on some cryo tech…=

=We're doomed!= Driba panicked.

=No, we ain't= Blukic argued.

=Hurry….= Max sighed.

"...We need to find the Kraaho and stop this before the city is flooded with lava," Tsubaki said as she put her Badge away.

"...They…" Ester spoke, earning the group's attention, "They said they wanted to make it warmer down there…"

"Down where?" Ben asked as he approached her, "...Let me guess, this 'Hot Spot' Seebik told you to go to?"

"..."

"...Ester, please, we need your help," Makoto spoke.

"But...you're basically asking me to betray my people."

"Asking…" Ben repeated as he motioned to look at the flow of lava, "Ester...please, we're begging…"

"If we don't get the Fusion Engine back, people are gonna lose their homes," Makoto added, "Can you live with that on your conscience?"

"..." Ester looked down, a look of hurt on her face as she gripped her hand.

* * *

Down below, deep within a large cavern with pools of lava in it, the Kraaho were preparing their weapons as Seebik stood by and watched.

"It's a miracle, Seebik!" Lackno beamed as he looked at his leader, "You turned this frozen wasteland into an oasis."

"As soon as New Bellwood is warm and the stragglers are dealt with, how does the name 'New Earth' strike you?" Seebik asked.

"Seebik!" the leader of the Kraaho turned to see Ester stomping up to him, "You lied to me…"

"For a good cause," Seebik frowned, "How long must we stay in this cavern? A Generation? Two maybe? We need a world, Ester."

"This world doesn't belong to you. You can't roast it!" Ester argued.

"It's not up for debate! My word is law!" Seebik snapped as the two glared at one another, the Kraaho were unaware of Ben and his group watching on from the entrance.

Ben frowned as he activated his Omnitrix. Rook and the girls blinked and looked at him once the green flash had come and went.

"Create a distraction," NRG ordered softly, "I will get the fusion device."

Rook nodded, about to head out before Makoto held a hand up.

"Let me…" Makoto whispered as she rushed out, jumping behind the unaware Kraaho before taking a deep breath, "Hey~!"

"?!" the Kraaho tensed as they turned.

"Your dads were puddles of mud and your mothers smelt of elderberries!" Makoto declared in a snooty French accent.

"...Oh she is good," NRG noted as the Kraaho began to chase after the squirrel girl.

"Hey! I bet I know why your arms are so stretchy! It's because the junk you got below can't!" Makoto taunted.

"GET HER!-!"

"Can't catch me~!" Makoto taunted, zipping by Ester and Seebik.

"You brought outsiders?" Seebik growled, "Your father would be ashamed of you, Ester…"

"More like proud of her for doing the right thing!" Makoto countered before jumping up just as some Kraaho tried grabbing her, the Beastkin hovering in place a bit as her tail acted as a propeller of sorts, "Behold! A flying squirrel!"

"...I was not aware she could do that," Rook blinked.

"...Noel?" Tsubaki asked.

"I didn't think she figured out how to do that," Noel replied.

"She may need assistance now," Rook noted as he saw some beginning to move into a sneak attack position.

"...You do that," Tsubaki nodded, "We'll take care of the engine."

Rook nodded as he rushed out, jumping over some Kraaho before landing next to Makoto, "Greetings! I...um...who wants to learn the Electric Slide?"

"...Do you actually know that?" Makoto asked, landing and raising a brow at Rook in surprise.

"No...maybe. The heat might be getting to me," Rook admitted before pulling his Prototool out in a tonfa formation.

"...Okay, I'll give you that…" Makoto muttered before wiping some sweat from her forehead, "It's like an oven in here."

"Get them!" Seebik ordered.

One Kraaho attempted to grab the two from behind, only for them to dodge as Makoto delivered an uppercut to his chin, causing him to grunt in pain before Rook used his weapon to trip him. Another attempted to blast at the two, only for Rook's arm to become a blur as his Prototool hit his blaster, causing it to fall to pieces a few moments later.

"...Okay that was cool," Makoto noted before a Kraaho managed to grab her, only to end up getting 'punched' by her tail, "Yeah…nice try, but no dice."

"...Did you just punch with your tail?" the Kraaho asked in disbelief.

"I don't know," Makoto replied before her tail rapidly 'punched' the Kraaho until an uppercut sent him into another Kraaho, "Did it?"

"It...did…." he groaned.

Rook dodged a punch before kicking the Kraaho who attacked him, sending him flying back. He swung his tonfa around and struck another Kraaho in his side, making him tumble over backwards from the pain. In the same moment, Rook leaned forward and swung his leg back, kicking another Kraaho in the face as he tried to jump him from behind.

Makoto grunted, kicking one of the Kraaho across his face before grabbing him by his arm and swinging him around, his arm stretching as he was swung into several of his clansmen, knocking them all over. She quickly ducked under another punch before grabbing the Kraaho's extended arm. She ducked under another extending punch and once more caught her attacker's arm before they could retract it. Makoto flipped over as she swung the two forward and hammered them down on more of their friends, piling all the Kraaho up.

"...I'll deal with this myself..." Seebik frowned as he stepped forward.

Ester was about to say something in protest before a pair of Kraaho grabbed her by the arms. Seebik jumped forward as he stretched his legs and stomped the ground in front of Rook and Makoto, making them jump back. The two gasped as the heat and fighting tired them out faster and faster. Seebik smirked as he removed his heavy clothing.

Rook rushed first as he jumped and swung his tonfa only for Seebik to block with his arms, he blocked each kick and strike before grabbing Rook's next punch. Seebik pulled Rook forward before punching him with his free hand, his arm stretching and slamming Rook into a wall with great force.

"Rook!" Makoto and Ester panicked.

"You're next, Cold-cut," Seebik spoke as he retracted his arm and turned to Makoto.

"I still don't get why your go to insult is lunch meat…" Makoto growled, raising her arms.

Seebik said nothing as he stretched his arm and threw a punch at Makoto, only for the Beastkin to dodge it as she rushed up to him. Makoto punched at Seebik who ducked to the side just before it hit. He retracted his arm and used the force of its return to swing and strike Makoto's side with a swing of his arm, making her roll across the ground. Seebik smirked as he jumped into the air and extended his legs to stomp Makoto, only to miss as she rolled out of the way.

Rook grunted, getting to his feet as he wiped sweat from his face; he looked up as he saw NRG slowly climbing the laser device, "Hurry Ben!" he shouted, kicking another Kraaho that tried to attack him.

"Hmm?" Seebik blinked, about to turn around only to be blind sided when two Kraaho landed on him.

"Go-good timing…" Makoto sighed as Ester landed next to her and helped her up, "I...could really use some water…"

"Let me handle Seebik," Ester spoke as the mentioned leader of the Kraaho shoved the two used to club him away like a minor inconvenience.

Seebik smirked as he blocked Ester's punch before remembering what Rook was saying; he turned around to see NRG reach the Fusion Engine, "Keep that Cold-Cut away from the engine!" he snapped at the Kraaho who hadn't been knocked out already.

A few Kraaho attempted to rush for NRG, only to jump back to dodge some gunshots as Tsubaki rushed in and knocked them over with her shield. She grunted, swinging around and striking another Kraaho before kicking him upside the head. Tsubaki was surprised when one Kraahow extended his arms and grabbed her shoulders, but his smirk was replaced with a look of concern when she grabbed his arms and rolled backwards flinging him up into the air...where he was blasted by a stun round, sending his twitching body falling to the ground.

"I have to thank those little guys for their additions," Noel noted, looking at her guns before aiming and shooting more of the Kraaho with stun rounds.

"Ben, please hurry!" Tsubaki spoke, striking another Kraaho with her shield before spinning and kicking another across the face.

"I'm...trying!" NRG grunted as his hand began glowing red as he struck the glass holding the glowing orb multiple times, "But...NRG can only move so fast in this armor!" he grunted, striking it and making it crack, "Almost there…" he then grunted when several arms grabbed him, "WHOA!" he cried, being pulled down as several Kraaho piled on.

"Ben!" everyone panicked as the Kraahow began attacking NRG intent on damaging his armor.

"No! No! Don't open the armor! It will end NRG!" NRG panicked as the Kraaho looked at one another, one beginning to pull on the very top of the suit before finally yanking off the top like a lid. Suddenly an explosion sent them all flying away, rising up from the suit was a humanoid figure of red energy, he wore green bracers on his arms and legs, he had a pair of black and green shorts around his waist with two straps going over his torso like overalls, with two green disks over each strap. Green eyes shown as yellow fire like markings formed eyebrows, the Omnitrix now in the center of his belt, "Suckers!"

"That's NRG's true form?" Tsubaki blinked as she jumped back, her badge's beeping indicating their was a very weak radiation warning around NRG.

"...Oh, so _that's _why he's called 'NRG!'" Makoto realized, "He's literal energy!"

"Yep. His armor is a safety precaution..._for others_!" he smirked before shooting a beam of energy which sliced through the glass holding the Fusion Engine.

"Warriors! Don't let him…" Seebik began as NRG took the orb...and ate it, "Do...that…"

"He ate it!?" Makoto panicked as NRG...belched out a stream of fire like energy, "Yep...he ate it…"

"Well...that's one method of disposal," Tsubaki muttered.

"Maybe...to him, it's tasty?" Noel tilted her head.

"That is good Fusion Engine!" NRG laughed as he held his hand out and began unleashing energy blasts that demolished the laser device.

"...Please tell me that stopped the Lava above," Makoto begged.

"That it did," Tsubaki sighed in relief, checking in with other Plumbers.

"So...who else wants some?" NRG asked while aiming at the Kraaho, who all held their hands up and backed off from his team, "Smartest thing you've done all day." he smirked, floating down and landing in his armor, putting it on as the Omnitrix reappeared in the center of the armor's chest. After a moment, he timed out and reverted to Ben.

"...Well...you won," Seebik frowned at Ester, "Happy?"

"You haven't exactly lost," Ester countered as Ben walked up to her, "We'll do just fine here in the Hot Spot."

"It is practically another part of Undertown," Ben pointed out, "You even have your own private hotspring." he noted while he pointed to a pool of molten lava.

"Emphasis on _Hot_," Makoto muttered as Tsubaki helped her stand, "Oh hey, Tsu-chan, when'd you get here?" she asked in a loopy manner.

"The heat is getting to her…" Tsubaki sighed.

"Rook?" Noel asked.

"Water…" he wheezed.

"Coexistence...living next to a city of Cold-Cuts…" Seebik growled, "That's not the Kraaho way!"

"No Seebik...that's not _your_ way," Ester pointed out, "I see that now. But it was my Father's way!"

"Yeah!" Ben agreed before blinking, "Wait...who's your father?"

"He was the leader before Seebik," Ester explained.

"Interesting…" Tsubaki noted as Seebik seemed to grow nervous, "So does this mean anyone can become Leader if one were to pass on...or earn it?"

"...Tch…" Seebik growled as he and the other Kraaho knelt down to Ester.

"What are they…?" Noel began.

"She has defeated me, so we must follow what she says…" Seebik explained

"And?" Ester asked.

"And the Kraaho way...is whatever you say it is," he let out with a groan as he closed his eyes, as if saying these words of defeat were painful to his pride.

"Coexistence!" Ester smiled.

"You'd allow it?" Lackno asked, being the only Kraaho who didn't partake in the fighting. His questioned aimed at Ben.

"As long as you don't step out of line." Ben replied, "Cause if you do...we'll be back." he smirked motioning to his team and then at the Omnitrix.

"Maybe not all of us…" Tsubaki coughed as Makoto and Rook were being fanned by a panicked Noel.

"Hey, Ben~! When did you get a brother as cute as you?!" Makoto laughed in her dehydrated state.

"Yeah, the heat got to her…" Ben muttered.

'_Oh my god! He _is _that dense…'_ Tsubaki realized for herself upon hearing that simple response.

"As leader of the Kraaho, I swear this day…" Ester began as she turned to Ben, "That I will always be a good neighbor to you, Ben Tennyson." she smiled, wrapping her arms around him in a hug.

* * *

"...Lemonaid?" Ben offered to the two dehydrated members of the team.

Makoto and Rook began chugging glass after glass before Rook took the entire pitcher and chugged it down.

"Need more!" Makoto rasped out.

"I figured," Tsubaki sighed, holding up a cold water bottle for both of them, "I suppose we know a place where you're never allowed to go for health reasons."

"Agreed!" Makoto shouted as she took her bottle and began to chug down its contents.

"Yeah, that place was way too warm for you guys," Ben spoke.

"Makoto became loopy and said many things...things I don't think she ever intended to say out loud," Noel muttered, blushing a little, "Many things…"

"?!" Makoto nearly spat her water out at that, "...What did I say?"

"Um...I think you…"

"Hey, it's Ester's boyfriend!" the Kineceleran kids from earlier shouted as they passed by the group, waving to Ben.

"I am not her boyfriend...Seriously, why is everyone shipping me with people these days…?" Ben complained.

"Hey, Ester's boyfriend!" another kid waved.

"Oh…"

"Hey, where's Ester?" one girl asked.

"Still at large," Rook sighed, chugging his water.

"Not her fault the Fusion Engine was never recovered." Ben shrugged sheepishly, earning a deadpanned look from Rook, "...Again, she's not my girlfriend. We're just...friends."

"Oh Ben…" Tsubaki shook her head.

"Maybe it's better he not understand." Noel sighed, "...Though….this gives me some ideas…" she muttered as she walked off.

"...Wait. What is she…?" Makoto began before tensing, "...Noellie, wait! Don't you get any crazy ideas!" she exclaimed as she chased after her, a blush on her face.

"Wait…" Ben spoke as Tsubaki and Rook looked at him "Think I have a shot with Ester?" he asked, making them both just walk off, "Hey!"

"Don't give Noel anymore ideas!" Makoto shouted to him, "Also, Julie! Remember?! ...Wait...Noel, don't!"

"...Oh..right…" Ben slumped a bit at that, "Argh! Why do I keep forgetting to find a video of how she's doing?!"

"Because you keep getting distracted?" Rook guessed, "...Though who is Julie?"

Ben facepalmed.

* * *

_SZ: And with that, we are nearing the final episodes of the season..man we work fast._

_GT: Indeed. Poor Ben. He still can't figure out Julie's number or what she's doing in her tennis career._

_Z0: Yes...because it's not like she doesn't have friends...from the highschool they attended together...or social media presence…_

_GT: Eh, blame it on him getting distracted by aliens or answering questions by the girls about things that the past had that they didn't in the future._

_SZ: True..ahem. Anyways guys...read and review, and stay tuned for the season one finale._

_Z0: I'm gonna up the action...by a lot. GT get the explosives!_

_SZ: Wait GT don't!_

_GT: Imma get the boom-booms! *runs off with a cackle*_

_SZ: Dang it!_


	9. Of Predators and Prey

_SZ:...*straps on some anti-explosion gear before getting into a bunker*Okay guys! Start your usual shtick!_

_Z0: *puts on shades* GT...prepare...The Big Bang._

_GT: I can't. SZ's got it in his bunker and the door can't be open from the inside._

_Z0: Oh really?_

_GT: Yep. *looks in through the slot* He's sitting on it, too. ...Um...SZ, do not stand up. You're sitting on the trigger and it activates by pushing down, which you did by sitting on it, and then letting it pop back up once you're done pushing it down. *sees the stares from SZ and Z0* What? I got it from Lord Boxman for a good deal at his store._

_Z0: Well SZ...your body shall most likely die...but we also got that cloning machine so...let's hope this soul capture thing I have will suck you up before ya move on._

_GT: I also got this explosives dismantling kit from the plaza across from Lord Boxman's store. ...Man, that alien guy was lazy._

_Z0: Wait don't tell me...it's also in the bunker…_

_GT: No, it's in SZ's stomach. I hid it in a cake and he ate it._

_SZ: That wasn't a cake. That was a brookie I...wait. *stands up* YOU WH-?!_

_GT: *quickly* We own no series here. *hides*_

_Z0: Today is a good day to die!_

***KRA-KA-BOOOOOOM!***

* * *

"...I still do not get it…" Rook spoke.

"What, Rook?" Noel asked.

"...How battling in go-karts has anything to do with sumo wrestling," Rook explained.

"Eh, this is something franchises do all the time when they're popular enough," Makoto noted, dressed in a pair of short-shorts and an orange tee with an acorn printed on the left side of her shirt and wearing a pair of red 3D glasses while standing on a platform beside Ben-wearing the same glasses-while both had a pair of wireless controllers they were using to play a game, "Get popular enough and they do things like put their cast into something like a racing game or golfing or something else."

"Plus, it's just fun!" Ben argued, "It's just to relax when nothing's happening."

"Yup…" Makoto nodded, "Ha! Got the Boost past ya, Ben!"

"Sure about that?'

"Of course I...eh?!" Makoto gawked as her kart suddenly crashed into something, "A fake item box with an item box?!"

"Gotta know when to set the traps," Ben smirked, "Make sure they never see it coming."

"Oh I…!" Makoto began before her ears twitched, "...Ben...I hear the whistling again…"

"Oh man…" Ben sighed before Crabdozer slammed its head through the arcade wall, knocking them down, "And I was close to beating the high score on this game!"

"Oh, I hope we're not banned," Makoto pleaded, quickly putting her uniform on alongside Noel.

"Alright Crabdozer, hope you're ready for some Humungousaur!" Ben spoke before slamming the Omnitrix as he morphed into a human-ish bug, dressed in a black and green jumpsuit, with four green legs, a black head with four thin green eye stalks, and a human like mouth filled with crooked yellow teeth, the Omnitrix located in the very center of his face almost like a fifth eye, a long stinger at the end of his tail and a large pair of wings, "Stinkfly!?" he complained as his friends all held their noses and gagged, "Oh yeah yeah I heard it all before!"

"It's just Ben...it's just Ben…" Noel repeated to herself, trying her best not to faint.

"I'll make this fast!" Stinkfly shouted, flying up as he began shooting green globs of goop from his eyes which pelted Crabdozer and glued its feet to the ground, "Ha! Stick around, why don't ya!"

"Heh. N-" Makoto began before Crabdozer suddenly morphed into Buglizard, "...OH CHESTNUTS! NOT THIS FORM AGAIN!"

Buglizard hissed before expelling its gaseous breath onto the goop. The moment the gas touched it, the goop dissolved within a second.

"Woah! How'd it do th-" Stinkfly began before Buglizard grabbed him with its mouth and began to toss him around, "Ahh!"

"...Oh I think I know what Buglizards hunt for…" Makoto realized.

"Yes, this would be a Lepidopterran," Rook explained.

"Lizard...vs bug...not a good matchup!" Stinkfly panicked as he was repeatedly slammed into the ground, "Make the world stop spinning…"

"Focus Noel...focus…" Noel whispered, already having brought her guns out as she aimed for the Buglizard…while also trying not to faint or freak out and run.

She tensed as she fired a round into the predator's face, causing it to screech a bit in pain as it let go of a spit-covered Stinkfly, sending him tumbling over to the others as he changed back into Ben.

"Ew…" Ben groaned, wiping the green alien beast drool off his person, "Come on, Omnitrix...Humungousaur!" he pleaded before slamming the dial, only to turn into Wildmutt, "Grr rah...arrr…" he growled before charging and tackling Buglizard, knocking it outside as the two clawed and bit at one another.

"Oh this is better…" Noel sighed as Wildmutt climbed on Buglizard's back and began biting it.

"Oh, this is a better match up," Makoto nodded as Wildmutt bit Buglizard's tail and slammed it on the ground this time, "Oh! Payback! Good Wildmutt!"

"Rah! Rah-rah!" Wildmutt barked as he grabbed Buglizard in a headlock.

"That's it, boy! Get him! Get him g-" Makoto began before her ears twitched, "...aga-" she soon screamed as she held her head in pain, "OWOWOWOWOWOWOWOWOWOW!"

"What is it?" Rook asked in concern as Wildmutt did the same and cried in pain.

"The whistle she claims to hear...the master of that animal must be using it to attack Ben's Wildmutt form!" Noel realized as Wildmutt reverted to Ben.

The Buglizard was about to bite down on Ben before Rook tackled it, knocking it over as the two tumbled along the ground before Rook kicked it off him.

"Noel, do you see the creature's owner anywhere?" Rook asked.

"Um..I think I…" Noel began before Buglizard expelled some smoke, "Ahh!"

"Oh not again!" Makoto freaked as she covered her nose, "Ack! Ack! Evil transforming space dog thing!"

Rook rushed through the smoke as he aimed and began shooting...only to miss as the Buglizard escaped into an open manhole. Rook aimed down only to see part of a moth-like wing as something _new_ flew off down the tunnels.

"My apologies…" Rook sighed, putting his ProroTool back on his shoulder, "That almost never happens."

"What? Missing a shot?" Ben guessed.

"Correct." Rook nodded.

"Ahh...I'm so gonna punch whoever owns that thing to the moon when I find them…" Makoto rasped out, coughing a bit from the smell.

"There, there," Noel comforted, patting Makoto's shoulder.

"What is that you are doing?" Rook raised a brow in confusion.

"She's there-thereing Makoto." Ben explained, "You know. There-there," he said, patting Rook's shoulder, "To make people feel better."

"Why-why would people do that-that, to make somebody feel better?" Rook asked.

"We didn't make it up...it's just...been a thing on Earth for...well, since forever," Makoto countered.

"Earthlings sure do a lot of weird things," Rook blurted.

"Hey, we do...Okay. Yeah, we do," Ben nodded along with Noel and Makoto.

Rook proceeded to pat his hand on Ben's shoulder, "Do not feel bad about it."

Ben gave him a look while Rook simply smiled.

"Ah! He got it," Makoto snickered.

"I feel bad that we are slowly poisoning his mind…" Ben sighed.

"Wait, you are all doing what to my mind?" Rook asked in concern, "Oh...expression."

"...Let's head back to HQ," Makoto suggested, "Hopefully Tsubaki or Ben's Grandpa might know who or what is sending that thing after Ben."

"Well...the list of how many people want me dead...this is gonna be a long list," Ben sighed.

"Oh come on how many people could you have pissed off?" Makoto countered.

"Alien Warlords, alien criminals, human criminals, mutant circus freaks, zombie clown, group of xenophobic knights who were founded by St. George, literal ghosts and horror movie monsters, and an evil doppelganger with a superiority complex due to being actually a GreyMatter trapped in a copy of my body…" he listed.

"That...that's not all true, is it?" Noel asked, earning a sigh from Ben, "Oh my god. That has all happened to you…"

"Would you believe in the span of just a little over a year, no less?" he chuckled.

"...All that in one year?" Makoto asked with a raised brow.

"Yup."

"...Well damn. Add in the NOL, and you'd be the most wanted person in the universe," Makoto stated.

"Thank god they didn't get brought here to the past...and even if they did? No way they could take over," Ben added, "Grandpa Max would round all of them up and force them to eat his cooking."

"Oh! I still need to ask for a recipe from him," Noel recalled.

"We can ask once we meet him at the base," Rook smiled.

"What have we caused…" Ben muttered.

"Your fault...entirely _your_ fault," Makoto hissed.

"Oh...I'm gonna sit up front with Rook if that's okay!" Noel called out as the two realized something: she just called shotgun on them.

"Dang it!" both cursed.

* * *

"Okay, so how many forms does that make with the flying one Rook saw?" Ben asked as he and Makoto sat in the back of the Proto-TRUK with the barricade down so their conversation could be shared with those sitting in the front.

"Well...There's Crabdozer, Buglizard, Slamworm, the fatty Crashhopper got stuck in, the fatty with a beak and tentacles that Rath terrified and threatened to turn its insides into clothing, and now the flying one Rook saw," Makoto counted.

"Information reveals that the...fatty, as you called it, is named a Mucilator," Rook explained.

"And Octo freak is called a Vicetopus," Ben added.

"The flying one I have no idea though…" Rook sighed.

"So that's about...six predators so far in that thing's Ben-hunting Omnitrix," Makoto noted

"That's getting to be a mouthful to say…" Ben muttered, "Predatrix?"

"Nice," Makoto grinned, "Still though...who do you think made it?"

"Not sure...can't be Albedo, and I'm not sure if there's anyone out there with a bone to pick with Azmuth," Ben shrugged.

"...Perhaps we should focus on who owns the dog possessing this...Predatrix," Rook suggested as they stopped in front of the store leading down to Plumbers HQ.

"...Maybe Grandpa might know something," Ben suggested.

* * *

"...What did we just walk in on?" Makoto blinked, having just watched Max jump through the gap between the island table and ceiling light above the table with a blaster in hand.

Max held up a closed fist to them as a stool was thrown over the island table. The four looked in and Noel nearly fainted once more. Atop a hanging light in the kitchen was a small creature with four crab-like legs, six purple eyes, a pale-pink shell, and a long tail. Max held up two fingers and motioned for the four to surround the exits. The four slowly nodded as they headed for their assigned positions. The creature soon leapt off the hanging light and onto a counter before crawling away just as Rook entered.

"?! It's making a break for it!" Max shouted.

"I got it!" Ben shouted as he cut off the creature's attempt to escape, "Uh uh uh. I d-" the creature hissed, exposing several sharp fangs and six claws attached to the sides of its face as he leapt right at him, "Gh?!" he tensed as he quickly leaned back just as the creature tried to jump him, only for the brunette to fall on his back and hit a shelf just as the creature went off, "Ahh...that s-" he grunted when a white and green board hit his head, "Ow...what...oh hey! My old hoverboard from when I was a kid!"

"A hoverboard?!" Makoto repeated in awe, "Oh wow~! Those things are just make-believe in my time!"

"Seriously?" Ben blinked at that, "You don't even have hover cars or anything like that?"

"Nope. And even if we did, the NOL would've kept it for themselves for war purposes, or hunting down criminals," Makoto replied.

"I can't believe you kept it, Grandpa," Ben noted.

"I keep a lot of things," Max replied, shooting at the creature as it chased a freaking out Noel.

"Ew-ew-ew-ew-ew-ew-ew-ew-ew!" Noel cried out rapidly until it jumped at her...only to be snagged in an energy net fired by Rook's ProtoTool and hung above a pot, "Oh phew…"

"Yeesh...That thing looks freaky," Makoto noted.

"What is that thing?" Ben asked.

"Lunch," Max replied as he walked over to it, "Want some?"

"Quartilloptus soup?" Rook guessed.

"Well, you certainly know your Xeno Cuisine," Max complimented as he put the creature into the pot and began to get to work.

"It was my grandmother's favorite dish," Rook explained.

"Did she make it with powdered or granulated mealworm?"

"Huh. I do not remember," Rook replied.

"Well it makes all the difference," Max assured, handing a bowl of the soup to Rook.

"Xeno cu...That thing's from Alien?!" Makoto gawked.

"The director of the franchise was actually from another race that wanted to warn us about them," Max explained, "And glad to see some classics are still known two hundred years from now."

"We had movie nights during breaks at the Academy," Makoto explained, "All from the classics to movies that come out this year and the ones after."

"Like…" Noel paused as she shuddered a bit, "Kaiju night…"

"Least you liked Mothra," Makoto countered.

"Which one? Showa, Heisei, or Lege-" Noel began before covering her mouth.

"...Wait. Was she about to say Legendary F-" Ben began.

"Upupup!" Makoto held a hand up, "Spoilers~"

"...Trade you for some hoverboard lessons," Ben offered.

"...Mmm~" Makoto began to fidget, "Well...um...oh, you play hardball!"

"I try," Ben smirked.

"...It's not spoilerly so I'll say this...second Legendary Godzilla film has possibly the third strongest version of King Ghidorah," Makoto said before tapping her cheek in thought, "Though that's up for debate whether that or Keizer Ghidorah is the second strongest version of him."

"Oh sweet!" Ben awed, "Wait...if Keizer isn't, then who is?"

"Oh, the an…" Makoto began before covering her mouth, "Oh-hoh-hoh! Nice try, but you agreed to those lessons on only the Legendary info."

"...Fair enough," Ben shrugged, "Deal's a deal."

"Want some?" Max offered the two a bowl.

"...uh...no thanks," the two replied.

"Oh! This looks like when I make chicken ramen," Noel compared.

"Good. Then I guessed right in what Tsubaki described how it looked," Max noted.

"...Speaking of Tsubaki, is she…?" Makoto began.

"She's busy with a project," Max answered, "Anything I can help you with?"

"Well, we're having some trouble lately. We think that Ben's being targeted by a bounty hunter or something," Makoto explained.

"They have this dog-like alien wearing a freaky knock off Omnitrix that turns it into predators for my aliens," Ben added, "I didn't even know my aliens had predators until now."

"I see," Max noted.

"Yeah. We were kinda hoping you might know who they could be," Makoto added.

"Possibly," Max replied, "What do you think, Ben?"

"...Not sure. But...I do have an idea," Ben spoke, "Instead of it randomly jumping me again, we should be trying to find _it_."

"Hm?" Rook raised a brow at that.

"...Oh! Like if it tries to escape again, we can track it or plant a beacon on it!" Makoto realized.

"Hm?!" Rook's eyes widened.

"Eh? But didn't R…" Noel began.

"Good thinking, Ben," Max noted, "You too, Makoto."

"Thanks, Grandpa/Max!" the two beamed.

"Hmm…." Rook growled at that.

"We just need a spot to lure it out in," Ben said as he began to think.

"...What about Undertown?" Makoto suggested, "We can probably get Ragna to help out."

"Sounds good," Ben agreed, "Rook, Noel, you two coming?"

"...Hmm," Rook sighed.

* * *

"Let me get this straight…" Ragna began as he looked at the group, the white-haired man leaning against a wall in Undertown, "You want to lure out the dog-thing owned by whoever is hunting you, kid?"

"Yup," Ben nodded, "Also again, my name's not kid. It's Ben."

"Beat me in a fight, and I might start calling you by your real name," Ragna smirked a bit, "Still...kind of a crazy plan...then again, had a few crazy ideas myself in the past…"

"So you'll help?" Noel asked.

"...Eh, sure. Got nothing better to do," Ragna shrugged before noticing something, "...Though you might wanna stop your booksmart friend before he hurts someone."

"Hmm?" Ben and the girls blinked as they turned to see Rook pinning an Alien to a wooden wall, scanning them with his Prototool.

"...He is clean," Rook said as he let the alien go.

"What...are you doing?" Ben slowly asked, earning rook's attention.

"Eliminating suspects."

"We're supposed to be cool!"

"I was being cool," Rook replied.

"In what universe and time?!" Ben demanded.

"...You have to admit, that was kinda cool," Rook smirked a bit.

"Kinda was," Makoto noted.

"Just act normal, will you?!" Ben exclaimed, throwing his hands up in the air.

"You act normal. Noel, Makoto, and I have a job to do," Rook replied.

"Mmm...Why is he bringing us into it?" Noel asked.

"Dude...we're not cops….Well...technically we are, but still. We're not on the job at the moment. We're heroes," Ben stated.

"Hardly…"

"...Excuse me?" Ben narrowed his eyes at that, "Do you know…?"

"How many times you have saved this universe...by yourself? _Zero_," Rook frowned, "Everytime there's always been someone to help you. In the few weeks I have known you, I or the girls have had to have saved you or them countless times...I'm surprised you've made it this far without destroying the entire city. In fact...maybe Will Harangue's accusations of you being a menace are true."

"...You wanna…?" Ben began with a scowl.

"Woah! Hey now!" Makoto quickly got in between the two, "There's no need to…"

"And you. You once said you were a double agent working under both the NOL and this Sector Seven," Rook glared at her next, "How do we know we can trust you?"

"Gh! I did that because of how corrupt the NOL is...was...will be...ugh! I hate time travel!" Makoto exclaimed.

"You and me both…" Ragna muttered.

"And you…" Rook glared at Ragna next, "You claimed you are the most wanted man in the world in your time...the NOL had to have made that claim for a very specific reason."

"...What are you implying?" Ragna frowned at that.

"What I am implying is that I am surprised no one has detained you for your crimes, nor how anyone you have known has gotten hurt because of your actions."

***BAM!***

"Oh my!" Noel gasped as Rook fell over, Ragna standing over him as he lowered his fist.

"Okay, now I am pissed," Ragna growled.

"...And you assaulted a Plumber Agent," Rook frowned as he got up, "Leave now, or else I…" he grunted when Ragna grabbed him by the hem of his armor before dragging him closer.

"You wanna know why I did what I did? You wanna know why I have a vendetta against the NOL?" Ragna asked, the scowl never leaving his face.

"Please...enlighten me. Tell me wh-"

"There's someone working there...and they ruined my life, burned down the place I called home, kidnapped someone close to me, and killed the person raising me and two others," Ragna replied before rolling up the sleeve of the arm he was using to pick up Rook, exposing that his glove was actually an entire limb, "They also did _this_ to my arm and my red eye."

"?!" Rook's eyes widened at that.

"Dude…" Ben whispered in shock.

"You may be part of some large space cop group, but there's a difference between doing your job, and doing what you feel is right...even if it means becoming the enemy of the entire world," Ragna stated as he glared into Rook's eyes, "Not knowing that just proves how much of a greenhorn you are to everything."

"..."

"Right now you have two choices...stay and help, but keep far away from me...or leave and do things your way…" Ragna stated as he let Rook go and began to walk off.

"...Wh-where are you…?" Noel began.

"To cool my head off. The greenhorn got me worked up…" was all Ragna said as he left, not once turning to look.

"Great...now we're down a tough guy to help," Makoto groaned, "Nice going, Rook."

"..."

"...Rook?"

"...I...I apologize. I need some fresh air…" Rook apologized as he began to leave too, "You'll...have to continue the mission without me."

"Well that's just great…" Makoto groaned.

"...Ragna…" Noel whispered as she looked on at where Ragna left.

"...Is it true?" the two girls looked over at Ben, "Did that...really happen?"

"...Honestly, it's the first time I'm hearing about that, but...it kinda does sound like something the NOL would do," Makoto answered, "Most of the time, they claim to do it 'in the name of the Imperator' or for 'Justice'."

'_...And I thought the Forever Knights were corrupt, but that? Yeah, that is taking the cake,' _Ben thought, his hand balling up into a fist before taking a deep breath to calm down, "We're getting sidetracked...come on. Let's see if we can find some information."

"Right," Makoto agreed before blinking twice, "Wait. Didn't Rook just leave with the truck? With our badges?"

"Of course he did," Ben groaned, "...Shoot! My hoverboard was on there, too!"

"...Actually…" Makoto began as she reached into her tail and pulled out said item.

"...You really wanted to ride it, didn't you?" Noel asked.

"...I couldn't help it! It's a hoverboard, Noellie~!" Makoto whined.

"Alright, alright," Ben sighed, "I'm sure there's an empty lot down here. If we find one while we're asking about that alien dog with the collar Predatrix, I'll agree to give you a basics lesson."

"Yay!" Makoto cheered.

Unknown to the trio, a certain huntsman and the alien dog were looking down at the trio from above, the latter growling a bit as the former looked at a holographic image of a small, blue and silver Cerebrocrustacean with one of their claws small while the other was big; and had a big, bushy, mustache-like growth on its face.

=I'm beginning to wonder if you're the right g-g-g-gentlemen for this job=

"This...unique quarry requires a studied approach," Khyber stated.

=D'oh! I could've written a dozen textbooks in the time you've taken to study...B-B-Ben 10= the crab complained =Obtain the DNA samples from him! NOW! Or consider o-o-our agreement _terminated_! Do we understand each other?=

"...Perfectly," Khyber replied as the hologram vanished, "Bring him to me."

The dog-like beast growled before it jumped out to pursue Ben.

* * *

"See? It's like riding a skateboard," Ben noted as he hovered between Noel and Makoto on his board, "Balance is the key. Though unlike a skateboard, if you lean too much ahead or back, you'll either zip off like a rocket or come to an immediate halt and fall off."

"Hai. Got it coach," Makoto replied with a thumbs up, "Any other tips?"

"Just to be careful with it. Had it since I was ten," Ben replied as he hopped off, "Was the first gift I got from an alien in person."

"Got it," Makoto nodded as she hopped onto the board, wobbling a bit, "Woah...ok...I think I got it...balance is key…"

"M-Makoto, be careful," Noel called out.

"Don't worry Noellie. I think I'm getting the hang of the b-eek!" Makoto yelped as she fell off, "Ow...I landed on my tail…"

"Easy now," Ben assured as he helped her up, "It takes a while for anyone to get. You would not belice how many times I fell off that thing as a kid...ah the phantom pains to my rear..."

"Right…" Makoto nodded as she hopped onto the board again, "Woah! Okay...balance...balance..."

"Also pro tip...try and stay close to the ground…" Ben added.

"Right…" Makoto nodded as she tried to balance herself, "Okay...I...I think I got it..haha! I think I-woah!"

"It took me a week to learn how to move on that thing normally," Ben chuckled, "And a month to get good to the point I could fly it high in the sky to fight bad guys. I still had to be Wildvine to keep myself from plummeting though..."

"Who gives this to a kid?" Makoto groaned.

"Tetrax," Ben smiled.

"You mention this guy a lot," Makoto noted.

"I've heard you mention him a couple times as well," Noel added.

"He's a Petrosapian Bounty hunter who was out to take the Omnitrix so my nemesis Vilgax couldn't get it," Ben explained with a smile of rememberance, "He hated Vilgax for destroying his home planet, Petropia. After a long adventure fighting evil bounty hunters Krab and Sixsix, he trusted me to keep it safe and popped up a few times to help me out. It's thanks to him I even know how to use Diamondhead so well."

"Wait...but I heard Petropia is still...you know...around," Makoto pointed out.

"Yes, there is a Petrosapien in the medical team…" Noel nodded.

"Oh right, me and Tetrax remade their home planet using Chromastone and revived their entire species in the process a few months back. They catch up really fast..." Ben explained, "Well not my Chromastone...the genetic donor for Chromastone...Sugilite. Who...was alive inside of me...and was released when Diamondhead got shattered...yeah, it was weird and I blame the Omnitrix."

"...And I thought our school life was w-WOAH!" Makoto yelped as she was about to fall off the hoverboard.

"Easy! I said b-"

"I am balancing!"

"...Maybe it's your t-"

"It is not my tail!"

"Sorry sorry…" Ben chuckled.

"Ok...I think...haha!" Makoto laughed as she stood straight, "I got it down! I g-" she yelped as she tried to move, only to end up falling over right on top of Ben.

"Are you okay?" Noel asked in concern, "Also, Ben might need air…"

"Hmm?" Makoto blinked at that before looking down...seeing Ben's face covered in her chest once more, "...Eh heh heh...sorry again," she chuckled sheepishly as she got up off him.

"BAH!" he gasped as he sat up, "What are the chances of this happening so often!?"

"Eh heh heh…"

"Maybe we should return to finding your attacker?" Noel asked, trying to change the subject before one of them said something to start another argument.

"...Good idea," Ben nodded as he got up and picked the hoverboard up before it collapsed into a disc shape that he carried under one arm, "Let's go."

"...This isn't over," Makoto hssed at the board before the three began to walk off.

"How do we find a killer alien dog?" Ben asked, "Giant Doggy treats, rawhide chew toy...fire hydrant?"

"...dog whistle?" Noel suggested.

"Hey, that's a good idea." Ben blinked.

"It is?" Noel blinked.

"Ah!" Makoto realized, "If we have a whistle like the one its master has we can not only find it...we can stop it!"

"Exactly," Ben grinned, "Only question is…" the trio looked around at the many stalls there, "Where are we gonna find one?"

"How about a pet store?" Noel offered as she wandered off and stood before a shop.

"Wow great find!" Makoto spoke "How did...you felt something adorable over this way, didn't you?" she asked.

"What?" Noel blinked, turning away from the dogs.

"Alien and Earth pets?" Ben blinked, "Wait...Pakmar's Pets?" he read the sign.

"Pakmar...you don't think?" Makoto began as they stepped in while looking at some kind of alien parrot.

"Hello?" Noel called out.

"Oh a customer!" a familiar voice spoke as a tiny green alien walked out, "Oh it's you two!" he spoke seeing Ben and Makoto, he then spat at the ground, "You two destroyed my last place! Pakmar's place! Go away now!"

"Okay first off; it was something trying to hunt him," Makoto argued as she pointed at Ben, "Second off, I didn't do anything, so why're you blaming me?!"

"You two a pair...you share the blame! Now leave Pakmar's place! Besides I know of you...you wreck things just as bad as Ben Tennyson with your monster strength!"

"Hah?!" Makoto gawked, "I…!"

"You kinda do…" Ben deadpanned.

"Name one time!"

"Makoto...no...you...you don't want to go there," Noel shook her head, "Not with me here…"

"See!?" Pakmar shouted.

"Okay, look, we are sorry for that...but we are looking for a special alien dog whistle," Ben explained, making Pakmar perk up.

"You actually want to buy something from Pakmar!?" he asked excitedly.

"Yes...that's why we're here, honest to god customers looking for a whistle to help us. Sooner we get it, the sooner we can get out of your...well not hair but you get the metaphor." Ben chuckled.

"Why didn't you say so!?" Pakmar shouted running off.

"Well that was sudden…" Noel blinked, "How will we know which one works?"

"When Makoto tells us it sounds the same," Ben pointed to her ears.

"You hear it, you buy it." Pakmar spoke returning with a box full of whistles.

"Ok…" Makoto began as she stepped back a bit, "Test away."

Pakmar took out a pretty simple looking red whistle which was longer than normal with rings around the end giving it a 'spacey' theme. He blew into it, letting out a soft little tune. Makoto's ear twitched for a second before she shook her head in a negative response. Pakmar tossed the whistle to Noel before grabbing a second forked whistle ending in a U shape. He blew it as let out a low and long tune. Unbeknownst to our heroes, this whistle led the alien hound straight to them.

"Hehehe...that one is more relaxing…" Makoto muttered, her ears twitching, "But...no...sorry."

"Whoa…" Ben muttered, catching this one.

"Hehehe...at this rate, Pakmar will be able to retire!" he laughed, picking up a new one that looked less like a whistle...and more like a piece of little white pipe turned into a whistle.

"Eh?" Noel blinked at that, "How...much are you charging for these exactly?"

"Ehehehe…" Pakmar laughed.

"Aw man…" Ben groaned, "I'm guessing there goes my paycheck…"

"Maybe one more a-" Makoto began before her ears twitched, "...Hoo boy. That's it..."

"What's it? Packmar didn't do anything. Pakmar literally did nothing."

"...Ben…." Makoto nervously began.

"RAAAAAAAHHHHH!-!-!-!-!" a loud growling roar went off making everyone cringe as the glass and animal containers in the shop broke and fell apart releasing all of Pakmar's creatures into Undertown.

"YOU TWO!" Pakmar pointed to Ben and Makoto.

"US?!" the two gawked.

"Leave! Get out of Packmar's place while Packmar has some place left!"

"Wai-AH!" Ben cried as the alien dog grabbed him by his leg and swung him into Makoto sending them both flying outside.

"That is one strong doggy…" Makoto groaned as they tumbled along the ground.

"...Um...Ben? Makoto?" Noel spoke, earning their attention as she pointed forward, seeing the dog's owner within the lessening crowd.

The dog walked around the two and stood by its masters side. It growled a few times as he patted the dogs head to praise it for a job well done, "Ben Tennyson...and mate."

"MATE?!" Ben and Makoto exclaimed at that as they shot up.

"It was a cute little plan," he spoke, "Thinking you could find a tool to tame my beast. But...oh I think you'll find my old friend...has loyalty...more so than your so called partner."

"...Oh I think he's been spying on us this whole time…" Makoto whispered in realization.

"Yes…" he spoke, getting their attention again, "He has…"

"...So...what? You going to have your attack dog...well, attack me again?" Ben asked, about to activate the Omnitrix before Khyber rushed him and pinned him against the wall, keeping his arm in place, "Gah!"

"Ben!" Makoto and Noel gasped..

"Oh no...he's no attack dog. All this time...he's been flushing you out...so I could claim the hunt," Khyber explained with a smirk.

"Hunt…" Makoto repeated, "You're not a bounty hunter...you're just a hunter!"

"I prefer the term...Huntsman."

"Well this isn't terrifying…"

"Humor...your go to response to avoid the gravity of a situation...and get your enemy to underestimate you," Khyber spoke, making Ben blink, "You've found acting the buffoon lets you surprise enemies with your true skills, but your commitment to this act...has done nothing more then drive others away...your cousin and her Osmosian mate...your first mate who has found another..."

"I'm getting really tired of you using those terms…" Ben stated with an annoyed look.

"Hmm...yes," he smirked before whistling, making Makoto hold her ears before his dog tackled and pinned her down, "I already know how the...what was it? Ah yes...Beastkin...acts. And that the timid one is already aiming at me...but her own nervousness is more liable to cause her to miss if she were to shoot with her beloved friend in danger."

"?!" Noel tensed, her guns already out as she looked between him and his dog.

"Okay...I'll give you that you got us…" Ben grunted.

"Yes...perhaps if your Revonan friend or the astute one were here...the tables would be different." he spoke, "But...now...as you are...you are easy prey."

"What about the other one?" Ben asked.

"Hmm?" Khyber blinked before a punch knocked him away from Ben.

"So...this is the bastard who's been letting his dog make a mess of the place," Ragna noted, lowering his arm, "Good thing that freakin' mutt of his growled so loud...woke the fuckin' dead…" he looked over at Pakmar's shop, "Aw dammit. I just helped with giving the dogs there baths, too."

"...About time you showed up…" Ben muttered as Ragna helped him up.

"Eh. I was cooling off after dealing with your greenhorn of a partner," Ragna replied before glaring at Khyber, "...You go help Noel and squirrel girl. I'll deal with this asshole."

"I think Fido and I have a score to settle anyway!" Ben smirked, "Hey, Old yeller!" he shouted as the dog turned to him and growled, "Come on, doggy! Let's play fetch!"

At that, the dog chased Ben, who ran away to give Ragna room to charge at Khyber who regained his footing and caught his next punch.

"You...are going to regret that...abomination." Khyber spoke as he punched him back, making him stumble.

"...Heh. Please...I've been hit by way worse," Ragna smirked, cracking his knuckles a bit.

Khyber cracked his neck before charging as the two began trading blows back and forth. Ragna struck Khyber across the face only to be kneed in the stomach by the huntsmen in return. Khyber grabbed Ragna by his jacket before swinging him around and slamming him into a wall. Ragna grunted before he caught a foot aimed at his head, he swung his legs up and struck Khyber and making him stumble back. Ragna flipped to his feet before grabbing his sword and swinging it at the huntsmen...who blocked with a serrated trench knife he pulled out from his gauntlet. The two pushed each other back before clashing blades several times.

Ben grunted, jumping over the dog as it charged at him. He then rolled back as it tried again only to be caught by Makoto who lifted and tossed the alien hound into an empty shop stand. The dog burst from the rubble with another roar as he leapt at them only to cry as it was blasted with a stun round from Noel.

"I didn't hurt it too bad, did I?" Noel asked in concern.

"Grr!" Khyber growled as he spun around Ragna and kicked him forward. He tossed his knife down in front of Ragna making him stop for a second, Khyber smirked as he tapped his gauntlet...and the knife extended out a pair of prongs which released an electric shock at Ragna making him grunt in pain.

Ragna blinked as Khyber tapped his gauntlet again, causing a pod to fall in front of him...which ejected an alien rifle. Khyber aimed and shot a red energy blast, which flew past Ragna and struck the ground in front of Ben and Makoto, making them stumble backwards. Ragna turned back around only to get struck by the butt of the rifle, sending him skidding back across the ground and next to Noel.

"Don't think this changes anything, Ben Tennyson...I am done playing games," Khyber spoke.

"Games…?" Makoto groaned.

"All those attacks until now...were you just...playing Ben like a sport hunt?" Noel realized.

"Yes...gauging his reactions, his abilities, and his battle tactics. And I have to say...the legends over-exaggerate the Great Ben 10."

"Yeah, yeah. They all say that," he sighed, "Noel, psych yourself up!" he warned before slamming the dial.

"Why...oh…" she paused, seeing Crashhopper, "...It's Ben...it's just Ben…"

Crashhopper jumped as he aimed himself at Khyber, who simply side stepped...and grabbed his leg before swinging him around and sending him back towards the others.

"Change forms all you want...but there is a predator for every kind of prey!" Khyber taunted before whistling, making his dog jump into the air before it transformed to Mucilator which slammed down on Crashhopper.

A green flash was seen under the monster before it was lifted up by Armodrillo. He grunted, holding Mucilator up before his pistons pumped and he blasted the predator up into the air. Khyber whistled as Mucilator transformed mid-air into Slamworm.

"Oh...that's _my_ natural predator ain't it?" Armodrillo realized as the worm slammed into the ground, digging into it before popping up under him, scooping him into its beak, "WHOA!"

"...Don't freak Noel. Don't freak…" Noel kept repeating to herself, trying not to faint.

Slamworm groaned as smoke began escaping from its beak. It then cried in pain, falling over as Heatblast floated down. He groaned before looking at Khyber and flying at him. The huntsmen tumbled out of the way of a fireball and aimed his rifle only to grunt as a flash blinded him. Heatblast smirked as he dimmed down the flame on his head.

"Get real, fish lips. I've defeated Vilgax the Conqueror...I've stopped the Highbreed Invasion and Dagon the Destroyer...What do you think you got over all of them?" Heatblast taunted, forming fireballs in each hand.

"Experience…" Khyber smiled.

Heatblast arched one eye in confusion before Slamworm erupted from the ground behind him...and changed into Crabdozer which slammed him through multiple stalls. Heatblast grunted as Crabdozer picked him up in its mouth and began shaking him around...covering him in its saliva which extinguished his fire. It then tossed him aside towards Khyber.

"It's not easy when fighting more than one enemy who actually are in synch, now is it?" Khyber asked, "We've hunted nearly every alien you prefer to turn into, Tennyson...we are prepared for you." he swung his hand as Crabdozer swung its leg and smacked Heatblast, sending him flying through the air...and back into Pakmar's Pet shop.

"Well okay...this might be a problem," Heatblast groaned as the others regrouped with him, "Come on, new Omnitrix. Would it kill ya to give me Humungousaur?!" he complained, slapping the dial.

Instead of Humngousaur, he shrank down in size until he was roughly the size of a small dog, his new form standing on four insect legs, as he had a yellow shell. The Omnitrix was located on a green collar around his neck holding up his head, which had an orange beak that opened vertically like mandibles, a forked horn atop his head and small little green eyes.

"Whoa!? This is a new one," the new alien spoke in a high pitched voice as Noel and Makoto awed at how adorable it looked...for a bug that is, "What does this guy do!? I got to have something going for me other then the power of cuteness!"

"K...Kawaii…." Noel whispered.

"Huh...a bug you like," Makoto noted, "But...he's so adorable!"

"Really...you have to go with the chick magnet alien?" Ragna complained, "And did you have to hit the store? I tend to get a lot of jobs from Pakmar."

"Cut me some slack! I haven't used this one b-" the new alien began before yelping when a laser shot almost hit him. He then began jumping around with rather impressive speed and agility.

"Hahaha…" Khyber laughed, seeing Ben's new form, "This is almost too easy…"

"Come on, new guy. Do something…" he panicked before twitching as he opened his mouth and spit out a glob of green goo.

"Gross…." Ragna muttered, putting a hand over his mouth to keep himself from joining Ben's new form in this act.

"It's bouncy...great...he spits up bouncy balls…" he spoke, jumping on the goo ball and rolling it around, "Whoa...whoa!"

"Hey, the rubble is vanishing," Makoto noted.

"And the ball is getting bigger," Noel noted as the orb was now as tall as Ragna.

"Hold still, vermin!" Khyber shouted.

"I couldn't even if I wanted to!" the bug-like alien screamed as he rolled towards Khyber, quickly jumping off before…

***BOOOM!***

"Oh my...god…" the trio of fellow Earthlings all spoke as Noel caught the new alien in her arms.

"Okay. Now that...is useful," he spoke, "I'm like some kind of ball...ball...Ball Weevil!"

"Kinda accurate. And your goo acts like a Katamari, too," Makoto noted, "Except it explodes instead of turning into stars, planets, and constellations."

"I think I'm gonna like this guy," Ball Weevil chuckled as he jumped out of Noel's arms and coughed up another sticky ball as he began rolling it around.

"He's also good at cleaning," Ragna added, once more holding back a gag of disgust at how he formed his sticky balls. The four then tensed as Crabdozer crashed into the area, "Oh come on! It took me two days to finish that sign...in a heatwave!"

"..." Khyber looked to his pet as he whistled, making it change into yet again another predator. This time it turned into a giant insect. It had four long spider legs with the lower halves of each leg covered in thick coarse hairs and ending in sharp spike like claws. Its body was less like a normal spider and more slender like a silverfish, and its head was more reptile like, with mandibles extending from its lower jaw and horned antenna. It growled as its jaw was in a permanent open mouth smile, showing off its sharp fangs.

"...Ohh~" Noel groaned as she fainted out of fear.

"Wait a second...I've seen this guy before!" Ball Weevil recalled, "It attacked me when I was 11 and turned into Phil when I beat it up."

"Yes…" Khyber smiled, "But I think you'll find this one...less likely to give up before the hunt is finished."

"You...you've been trailing me for five years!" Ball Weevil panicked, "Oh that's it! Look out, Fang face! I'm coming through!" he shouted, charging at them with his giant sticky ball, "You want some of this!?" he snapped as he jumped off and gave it one last kick in their direction.

The new predator raised ands spun its arms as it formed a red octagon shaped web of energy which just...absorbed and nullified the explosive sticky ball.

"Ahahaha...I didn't mean literally?" Ball Weevil awkwardly laughed, backing up a few steps, "So...that's what that electro web thing does…"

"I'm sorry. What kind of web?" Makoto asked.

"Yeah...don't...don't touch the web...it shocks…"

"...Well sh-" Ragna began before tensing just as the predator leapt at them, prompting him to grab Noel as the group quickly moved out of the way of its pounce, "Son of a bitch!" the spider-like alien hissed at him, "Oh right. Alien mutt."

"Makoto, the whistles!" Ball Weevil panicked, dodging stab after stab from his predator, "I'm too terrified of this tarantula thing! Terroranchula!"

"I'm hurrying here!" Makoto shouted, going through the pile of whistles Pakmar had brought, "Come on...one of these have gotta work…"

"HURRY!"

"...Please let this one work…" Makoto whispered, holding up the white whistle Pakmar pulled out earlier before blowing into it, causing Terroranchula to hiss in pain, "Yatta!"

"Not so tough now, are ya?" Ball Weevil laughed, coughing up a sticky ball and kicking it into Terroranchula's face, making it explode.

"Vermin!" Khyber growled, aiming his rifle at Makoto, only so stop when a sticky ball exploded in front of him.

"Ha! Face it, Khyber! You and your mutt can't get all of us!" Ball Weevil laughed.

"You...are correct," he noted with a smirk before whistling as Terroranchula morphed into another form.

Gone was the four legged spider...now in its place was a large feline creature. It looked like a red-skinned Smildon with black fur going along its back. Its tail ended in a pincer like set of sharp horns and a spike rose from its nose.

"What's that?" Ball Weevil asked.

"Why this is a Panuncian...the natural predator of another of your aliens...the Splixsons," he smiled.

"Hey, that's Ditto!" Ball Weevil noted before tensing, "OH NO! That's Ditto's predator!"

"...Oh acorns…" Makoto paled.

"Can someone clue me in on wh-" Ragna began before the predator began to split up into multiple copies, "...A self-cloning space sabertooth tiger…Well, that's not the strangest sentence I uttered today...and I hate myself for it."

"W-Wha...?" Noel groaned, coming back to her senses before paling at the sight of six Panuncians surrounding them.

"Rip the Earthlings to shreds, old friend...but leave Tennyson in one piece." Khyber ordered.

The six hissed at the group before they all changed into different predators. Crabdozer, Mucilator, Buglizard, Terroranchula, Slamworm, and Vicetopus all gave out bellowing roars as their eyes all narrowed at the group.

"Oh now that's just not fair…" Ball Weevil squeaked.

"I call bullshit!" Ragna snapped.

"Ben, can't you…?" Makoto began.

"Last time I did, they all had different personalities!" Ball Weevil replied, "But considering that we're fighting an animal and not someone smart enough to be scanned by the Omnitrix, I don't think we can use a different personality to our advantage."

"Don't you have anything?" Noel asked as they swiped at them, backing them into a wall.

"Wait!" Ball Weevil realized, "Come on, Omnitrix...just this once give me who I want!" he begged while poking the dial. He grew as he became a solid white alien the size of a small child. Headphones formed over his ears linked to a pack on his cassette player like backpack with a green 10 decorating it. His eyes were green as green circular indents formed on each wrist, and cassette tape like marks on each leg, the Omntirix now forming on his forehead, =Echo Echo!= he shouted in a digitally distorted voice =Cover your ears!= he shouted, splitting into a row of clones who all took a deep breath.

"Echo Echo...cover ears! AH SONIC SCREAM!" Makoto panicked, grabbing two tiny dog beds and holding them to her ears.

"Sonic wh…?" Ragna began.

=Wall...of…= the row declared, arching back and swinging their heads forward, before shouting loudly and unleashing waves of sound from their mouths =_**SOOOOOOUUUUUUUUUNNNNNNNNND!-!-!-!-!**_=

The sound waves were so strong, they were clearly visible, shaking the very ground and causing the buildings' walls to crack. The waves formed a wall which the Predators slammed into before crying in pain as they all stumbled around, reverting back to Panuncians. Eventually, the beasts all merged back into one as it crouched down and puts its paws over its ears. After a few moments, the sound stopped as the Panuncian cried in pain. The Echo Echo's smirked, high fiving amongst themselves. They all looked up, only to gasp as some dust settled, revealing Khyber standing their with a silver mask covering his face. The mask had rows of red visors that allowed him to see and a tube around the bottom acting as a breathing apparatus with two 'fangs' extending up from it along with a horn.

=You are clever, Ben Tennyson...that is why you shall be my greatest hunt...ever= he spoke as he held up a small device resembling a satellite dish =Sonic reverser…= he spoke as he pushed a button...and everything went black for Echo Echo and his friends.

* * *

"Oh…" Ben groaned, slowly waking up, his eyes taking their time to adjust and let him see properly.

"Ugh...my fucking head...what did I drink…?" Ragna's voice groaned.

"What!?" Makoto's voice shouted.

"Itai…." Noel's voice groaned.

"Not so loud, Makoto. Ugh...I feel like the one time Kevin snuck something into a smoothie…" Ben groaned as his vision was coming back...letting him see Khyber sharpening his blade, "?!"

"About time you awoke," Khyber noted.

"...Where are the others?" Ben asked with a frown.

"At your sides," Khyber replied, motioning to the others as they hung besides Ben.

"What?!" Makoto shouted.

"Squirrel girl, stop shouting dammit!" Ragna growled.

"What?!"

"Oh dear...it's the Trombone Incident all over again," Noel sighed before squeaking when she saw a massive skull with its fangs spread out in a fan-line formation around its jaw on a nearby wall.

"...Let me guess, your trophies, fang face?" Ragna guessed.

"Indeed. I only keep the ones that proved...most challenging," Khyber replied before turning to a dark-blue/grey helmet with black spikes emerging from the sides beneath a skull big enough for the helmet to fit on, "I kept two from this one."

Ben's eyes widened as he paled, "That's…!"

"You knew the guy those came from?" Ragna asked.

"Where did you get that!?" Ben demanded.

"Oh this one?" he asked, "Oh one of a kind...no other like it in existence. In fact...you knew him rather well…"

"What happened to the other Ultimates?!" Ben snapped.

"Oh they escaped...in part of this one's noble sacrifice," Khyber smiled, "Yes...he developed many of your traits. Chivalry...honor...heroic self sacrifice...But I guess that's to be expected. He was at one point...part of you."

"...You…!" Ben growled as he tried to free himself.

"I went after him for the trophy of the Evolved Ultimate Vaxisaurian," Khyber held his blade before pointing it at Ben, "But your Omnitrix arm...it will be my ultimate trophy. I think I'll have it right above the Geochelone Aerio shell mantlepiece, next to Apoplexian skeleton, right underneath the Cybertronian sword…"

"Cyber what now?" Ben blinked.

"Oh...yes that...I got it off a lumbering Cybertronian in one of your...Great lakes," Khyber explained as he pointed to the sword, "Quite the find…"

"That is a big sword…" Ragna muttered.

"No kidding…" Makoto noted before blinking, "...Oh hey. I got my hearing back."

"Well...now where to put a trophy from you…" Khyber looked at Makoto, "Not much fur to make a pelt...your tail will have to do." he sighed, "I'll hang it near the abomination's sword and the timid one's guns." he spoke motining to the walls, "In fact, I'll make room next to Tennyson's arm...and make it a show piece wall!" he laughed, tossing a knife and cutting the wrist off the Apoplexian skeleton.

"Grr…" Ragna growled at that.

"...Let me ask you something…" Ben spoke, earning the huntsman's attention, "The Predatrix...who did you get it from?"

"Predatrix...that's much better." Khyber noted, "That egotistical fool named it the Nemetrix...which frankly makes little sense. As for who I got it from...let us just say its courtesy of an old friend of yours...Malware."

Ben's eyes widened in shock at that, "No...thats...I destroyed him!"

"Hehehe...so you thought," Khyber laughed, "Don't you remember that battle when you were but 11 years old...where he grabbed the Omnitrix...and then left?"

"He…"

"Yes…" Khyber laughed.

"What?" Makoto asked.

"Malware...copied a schematic of the Omnitrix...and used it to make that knock off," Ben answered, "What...to get me?"

"Oh, you misunderstand, boy… This scheme of his and the good Doctor has nothing to do with you. Contrary to your belief, the universe doesn't revolve around you. Your ego and pride in thinking this is all about you...is why you fail to stop your enemies until after they've made themselves known," Khyber answered, "Whatever did happen to the valiant leader of the small resistance that took down the HighBreed?" he asked, "The leader who stood his ground to defend the universe...who inspired the galaxy...am I to believe you just locked away that potential...out of what...complacency? No...it is because you fear what you could become, you fear losing yourself to the darkness of the world...so you shut it out with a wall of self inflated ego."

"..." Ben said nothing as he glared at him.

"Had you been that leader...you would have stopped me weeks ago. Maybe your cousin would have stayed…" he went on, "Look at Rook. He got tired of this act...and abandoned you."

"..." Ben said nothing as he looked away from Khyber.

"You're not gonna get away with this," Makoto frowned.

"Oh what? You're going to break free and punch me to the moon?" Khyber sighed, "I'd say more, but I sady know little of you three...but your trophies will be nice."

"At least I actually fight my battles," Makoto argued, "I mean come on...the doggy does all the fighting. He clearly is the brains." she added as it looked up at her while gnawing on a large bone, "...Oh, I'm sorry. _She_."

"Hmm?" Khyber raised a brow in confusion.

"For someone claiming to be a huntsman, you're pretty dumb if you can't tell the difference between genders," Makoto smirked a bit, "She looked up at me when I called her a he, so I realized it there."

"So that's why the mutt got pissed when I called it a bit-!" Ragna paused as the dog growled in his face, blowing his hair back.

"He…._She_...is not a mutt," Khyber argued, "She is a very well trained Anubian Baskurr." he explained, "Why didn't you ever tell me?" he whispered to the dog as she went back to gnawing on her bone treat.

"Maybe because you never bothered to ask?" Makoto quipped.

"One more remark, child, and I'll collect your beloved tail right now…" Khyber growled at that, holding his knife up to her face.

'_What's Makoto doing?' _Noel thought, seeing the smirk never leaving the squirrel girl's face.

"Why? Because I'm not showing respect for the so called 'greatest huntsman in the galaxy'?" Makoto asked, "I mean come on...it took you what? Five years to capture Ben, and yet you took all that time to examine him…" she looked over at Ben, "Say Ben...how long did it take for one of your big enemies to capture you? Five minutes?"

"Grr!" Khyber growled as he shot up towards her, his blade aimed at her neck, "I should end you here and now!...But…" he took a deep breath as he turned, "That would most likely upset Tennyson...and I need him alive as a bargaining chip."

"What? Your boss wants the Nemetrix back...ugh. I liked Ben's name better...it makes sense since it turns into predators," Makoto stated, managing to turn as she used Khyber's own blade to cut the ropes binding her arms, "Also temper temper...you might end up giving yourself a heart attack...though I know a good drink to help cool ya off."

"Hmm? And what pray tell would that be?"

"Oh nothing special. Just something we Earthlings call…" Makoto began just as Khyber turned, the Beastkin slamming her fist into his face as he was sent crashing into the opposite wall, "Fruit Punch!"

"Really?" Ragna asked, "You and the kid really are perfect for each other, Squirrel girl."

"I have a name, you know," Makoto pouted a bit, lifting herself up to unite the rope keeping her up.

"Like I told the kid, beat me in a fight and we'll see," Ragna smirked as Makoto landed on the floor.

"Oho...truly impressive, my dear…" Khyber spoke as he adjusted his jaw before he blew his whistle, making Makoto groan and cover her ears, "But...you forget I don't need to lift a finger to incapacitate you."

"Gh…" Makoto grunted, trying to fight the ringing in her ears and stinging pain in her head, "...I...I…"

"What? Nothing to quip about, Beastkin?"

"...I got your knife," Makoto managed to smirk as her tail grabbed Khyber's fallen knife and tossed it at the ropes keeping Ben, Noel, and Ragna hanging.

"Ahh!" Noel yelped in surprise before Ben managed to catch her while Ragna...fell face first into the floor.

"You did that on purpose…" he groaned.

"Get Tennyson!" Khyber ordered as his dog transformed into a tall humanoid creature.

It had visible grey skinned legs poking out from a black cloak covering its entire body from the neck down. The Nemetrix collar around its neck closed the cloak as a tall featureless face formed inside the collar with a mushroom growth on its head shaped like a flat topped western hat while red eyes glared at them beneath. The cloak opened, revealing a red and grey interior...as six snake-like tentacle arms extended out.

"Wha...what is that?!" Makoto asked, shocked and horrified.

"This...is a Necroshade, the natural predator of the Florauna…" Khyber explained as the snake heads hissed and began leaking some kind of poison, "Be warned...its spore toxins cause instant necrosis. Poisoning and rotting your body...down to the bone."

"...Well _that's_ not total nightmare fuel…" Ragna muttered.

"..." Ben slammed the Omnitrix as he became Chromastone, "Five years ago when Terroranchula attacked me and turned into Grandpa's old partner, Phil...That was just a test of this Nemetrix, wasn't it!?"

"Yes...an utter failure. It turns out any being with higher mental ability using the Nemetrix...will lose them, becoming...unresponsive mentally," Khyber replied, "He was...left to his new madness in peace, but that is why my old friend here is perfect. Being Feral herself, she has no higher mental ability other then total loyalty. Perfect for controlling the animal instincts of all those forms."

"So what...for five years, you just ruined innocent lives to perfect that fake Omnitrix?!" Chromastone snapped as he aimed and fired a rainbow-colored beam which was deflected by Necroshade's mantle, "Wha…"

"The mantle of the Necroshade reflects all forms of light...even lasers. They are immune to intense forces such as explosions," Khyber explained, "Like the kind of Florauna's explosive seed pods."

"Grr…" Chromastone growled, charging up another blast before his arms were captured by two of the snake arms...which swung him into several walls and then the ceiling, "Oof! Gah! Guh!"

"They also have the strength to rip the very ductile Florauna's limbs apart," Khyber added, "For five years...I have collected the DNA of the Milky Way and Andromeda galaxies' most deadly alien predators...beasts so savage and deadly, they have wiped out entire towns of their prey if left uncontrolled. All of them hand picked to best you and your aliens."

"I...count 9…" Chromastone grunted, "What...only able to fit one less than 10?"

"Yes. Sadly 10 is the limit of its current state. But...I think you'll notice, my friend was able to stay transformed far longer than you. Even if that Crystalsapien form is immune to the toxins...how long shall your Omnitrix last?" he smiled before blocking a punch from Ragna, "Back for more?"

"Call it payback," Ragna growled.

"Even with the benefits of your synthetic arm...I have toppled stronger than you, boy!" he spoke, stretching Ragna's arm to the side and slamming his knee into his stomach. Khyber then wrapped his arms around the white haired youths neck and lifted him up over his shoulders before dropping back and slamming Ragna's back into the metal ground of the ship, "In fact...I think it'll be a much better trophy than your blade."

"...You sure you wanna do that?" Ragna grunted before uppercutting Khyber in the jaw, causing him to grunt before tackling him into the metal wall.

"What do we do?" Noel asked.

"You try to back up Ragna," Makoto ordered, "As for me?" she looked at the big black and red sword, "I'mma whack a weed."

"Gh!" Chromastone grunted, grabbing two snake arms with his hands...only for the other four to wrap around his legs and crystal spikes before slamming him into a wall, the mouths all hissed as they began dripping more toxins, "I...am glad...Chromastone...doesn't have a nose!" he grunted, shooting a beam from the horn on his head to no effect as Necroshade's mantle blocked it.

Necroshade narrowed its eyes before slamming him onto the metal floor again rapidly before picking him up and began to spin him around the room.

"Oh~! A little help here!" Chromastone groaned before he was slammed into the floor.

"Hey, mushroom-head!" Necroshade turned her head around, only to screech in pain as she was ignited by Makoto swinging the sword...which was now on fire, "Oh-hoh-hoh~! Ooh~! I am feeling very tingly in the naughty bits…" she whispered in glee before she cackled, "I have a giant sword that ignites into flames! Fear me! Mwahahahaha!"

"Makoto!" Noel complained with a blush as she collected her guns.

"Better a _fire..._!" Ragna roared out while punching Khyber in the face, "...sword than an ice _sword_!" he grunted as he was kneed in the gut.

"That...is mine!" Khyber roared, grabbing Ragna's head and bringing his face into his knee several times.

The Huntsman then twisted Ragna's arm behind his back before slamming him face first into the metal wall. Khyber pulled Ragna back by his shoulders before tossing him up and into the ceiling. As he fell, Khyber rushed as he landed a flying roundhouse kick that sent him skidding along the metal floor.

"He...he fights like Rath!" Chromastone realized.

"Yeah he does," Makoto agreed before jumping back from a stab by Necroshade's limbs, ending up bumping the butt of her borrowed giant flaming sword into Chromastone's emblem, briefly turning it yellow before it flashed green, replacing him with Rath.

"Lemme tell ya somethin', Makoto Nanaya! Watch where you're going!" Rath snapped before Makoto slashed Necroshade, once more making her back away, screeching in pain while reigniting her body, "Okay...fire...fire, works!" he smiled before it timed out and returned to its Anubian Baskurr form, "HA! Back to...oh shoot…" he realized the irony of it returning to its dog like true form.

"GRR!" she growled before barking and jumping over Makoto's next swing, but before the Anubian Baskurr could bite Makoto it was tackled by Rath.

The two wrestled along the ground, growling at one another. Khyber grunted as he held Ragna in a headlock before pinching his neck, making him fall over. Ragna grunted upon impact.

"What...the...hell?" Ragna grunted.

"Oh you want a piece of Rath, puppy dog? THEN IT'S GO TIME!" Rath roared, kicking the dog into the roof and making her yelp in pain.

"Enough playing...he's mine." Khyber ordered to his dog before ducking under a shot fired by Noel, "Deal with the other two."

Rath growled, punching the dog and sending her flying away, "Listen here, you dog loving, Omnitrix copying, pain in my striped butt! Rath is declaring this...Khyber the Huntsman..._Hunting Season_!" Rath shouted as he rushed and punched Khyber, sending him gliding back and crashing into the Apoplexian skeleton.

"Ragna!" Noel called as she and Makoto ran over.

"Can't...move…" Ragna grumbled.

Khyber rushed Rath and ducked under his next punch before picking him up and tossing him into a wall. Rath roared as he rushed, only to get punched, making him stumble back. Khyber then stomped the Apoplexian skull as he smirked.

"As you can see, I've already taken advantage of Appoplexian Hunting Season...and mastered their martial arts as well," Khyber smirked.

"Grr...Khyber Season!" Rath snapped, punching Khyber across his face and slamming him into a wall.

"Rath Season…" Khyber growled as he slammed an uppercut to Rath's stomach, sending him into the ceiling.

"KHYBER SEASON!" Rath roared as he lifted both his fists and struck Khyber's chin, sending him flying back across the room and landing on a Vulpimancer pelt.

"Rath Season!" Khyber growled as he pulled the pelt out from under Rath, knocking him over, Rath crossed his arms as he was kicked sending him across the room again.

"Kh-"

"Rath Season!" Makoto shouted.

"Makoto!"

"Wait for it…"

"Khyber Season!" Khyber growled as he shoulder tackled Rath, "...Wait. That's not what I…!"

"RAAAGH!" Rath roared as he dropped kicked him into the next room, "No take backs!"

"Grah!" Khyber roared as he rushed Rath.

"LET'S GO!" Rath roared, doing the same.

The two roared, punching each other across the face and sending out a loud shockwave as a result. Noel yelped as she fell over from it, landing on Ragna's back, while Makoto barely skidded back due to the weight of her borrowed blade.

"Gwah!" Ragna grunted, "Can't move...but I...can still...feel pain…"

The two continued fighting and punching one another as they showed how strong both truly were. Khyber spun around, grabbing Rath's punch and slamming his arm over his shoulder before spinning and slamming him to the ground. Rath roared, rolling back and kicking Khyber, making him stumble back. Rath got to his feet, only to grunt as Khyber slammed his palm into his face, making him stumble back. Khyber thrust his hand forward as he struck his fingers into several spots on his body. With a final palm strike, Rath fell to his knees with a grunt.

"This one shall indeed be a worthy hunt, Tennyson," Khyber spoke, raising his hand before slamming his palm into Rath's face, sending him flying back into his trophy room.

Rath grunted, rolling across the ground. Each time he tried to move, he felt a sharp pain in the muscles along his body. Rath grunted, able to push himself up before twitching as Khyber pinched his neck, making him fall over as the Omnitrix timed out.

"That was a Hephaestan Neuro Grip, perfect for subduing all manner of prey." Khyber spoke walking in as he picked up his knife, "And before that, Lewodan Aikido and Revannah Kai." he blocked several shots fired by Noel before moving back from the downward swing thrown by Makoto before shooting his free hand out and performing it on Makoto, "And I will be taking back my earned blade from your mate."

"Not...my/his...mate…" both grunted out before Khyber pulled out another knife and flicked it, hitting the edge of Noel's shoulder and pinning her to a wall by her uniform while also causing her to drop her guns.

"I'm sure Malware will like this one's synthetic arm," Khyber went on, "And these guns... Psychobos might get, as you say, 'a kick' out of studying your three friends. They seem...more than human," he then grabbed Ben's Omnitrix arm as he yanked him up, "But as for you...they'll have to take you...in pieces."

"I wouldn't...do that if...I were...you," Ben warned.

"Hmm?" Khyber pondered, his blade nearly touching the Omnitrix when it let out a green pulse, forcing him away from Ben, "Gh!"

"Heh…" Ben chuckled before he was lifted up again.

"Yes...but what about the rest of you?" Khyber asked, holding the blade up to his face and leaving a shallow cut on his cheek.

"...ulp…" Ben gulped.

"Heh…" he began before grunting as he was shocked by an orange bolt of energy.

"Surprise," Rook smiled, standing in the doorway with Tsubaki.

"Not even fully inside and already we can arrest him with multiple counts of first-degree murder," Tsubaki noted with a frown.

"Took you guys long enough…" Ben grunted as he and Ragna began to regain mobility.

"Sorry. Jetson spilled his drink on the controls and we had to help detain five criminals that were let out due to the spill," Tsubaki apologized.

"I still can't feel anything!" Makoto shouted as her tail flailed around before bonking her on the head, "You betray me, tail…"

"What the hell is going on?" Ragna asked as Rook cuffed Khyber, "Weren't you two fucking pissed at eachother?"

"...Yeah...That was more of a ploy," Ben answered..

"No!" Khyber shouted, getting to his feet and taking them by surprise, "How...this ship is untraceable!"

"Oh, they followed my badge," Ben replied.

"But you…"

"I hid it in Makoto's tail before we got out when she was trying to be sneaky with my hoverboard," Ben explained as Makoto's tail did another flick and a Plumber's badge was thrown out and bonked Ragna on the back of his head.

"God damn it!" Ragna hissed as Tsubaki freed Noel and both went to help their still immobile friend.

"Yeah, the whole fight was staged. Ragna actually kinda helped with his bit...Didn't intend to upset you though buddy. Sorry." Ben smiled, "Still not to shabby a performance, partner."

"I was not acting…" Rook admitted, blinking twice.

"What? You mean...ah...That's fair...I had it coming," Ben sighed as Rook smiled at that.

"I still say he's a freakin' Greenhorn," Ragna added, making Rook frown, "What? You are," he replied with a smirk.

"Grr...this hunt i-" Khyber began.

"Zip it, skull/fang face!" Ben and Ragna barked.

"That is no way to address the greatest huntsman in the galaxy!"

"You're not even the greatest huntsmen in this room," Ben argued.

"Yeah. Can't even tell a trap when he sees one," Makoto spoke finally able to move.

"Apparently...neither do any of you," he smiled.

"Huh?" Ben pondered.

"Oh shoot! The mutt!" Ragna realized.

At that, Khyber whistled as his dog transformed into Crabdozer and tackled everyone over. It used one of its legs to pin Ben and Ragna to a wall while using its other to knock the girls away. Rook was left unhit, only to be blindsided by a shoulder check from Khyber. Rook grunted, landing on something...which produced red glowing ropes that entangled his legs. The girls blinked before a cage-like barrier closed in front of them, separating them from the others.

"Keyword activated ship self defenses. Designed to trap intruders who are not me or my pet and her many forms," Khyber explained as Crabdozer bit the cuffs off his wrists, "You are not the first ones to attempt to arrest me for what I do best. Nor will you be the last."

"You bastard…" Ragna grunted.

"I believe the Earth expression is...playing opossum?" Khyber added, massaging his wrists, "Really, you forget...this is my den."

"GH!" Ben grunted, able to free his Omnitrix arm but not his other, "Ragna...your arm is free...can you turn me into something?"

"How does it work?"

"Just put a finger on it, spin the screen, and push down when the core goes up," Ben explained.

"Wait, be careful. The Crabdozer is the natural predator of the Pyronite, so whatever you do, don't turn into Heatblast!" Rook advised.

"Ah, relax. Now let me…" Ragna grunted, managing to get a finger on the Omnitrix, spun it, and then pushed down when the core rose up.

A flash of green went off and a large fist slammed into Crabdozer's face, knocking her away. A glowing green light shined behind a red visor upon a metal-plated face covered in a black bulky helmet. His body was muscular in design and seemingly made of silver, black, and gold metal with red-tinted paneling on parts that glowed from the green energy beneath them. Gold spikes emerged on the figure's wrists as a robotic T-Rex head was on its back. On his torso was the Omnitrix symbol.

"New alien?" the new alien pondered, looking at himself, "Alright!" he shouted as he punched Crabdozer, sending her flying through the cage that separated the girls from their section of the room.

"Whoa!" Tsubaki and Noel yelped.

"Yes! Freedom!" Makoto cheered, "Phew...It felt like things were going grim, locked up like that."

"Hmm...Grim...lock...Me like!" he laughed before picking up the Cybertronian sword Makoto dropped as it ignited with fire again with the red adopting a green tint to it, "Me GRIMLOCK!"

"A Cybertronian?" Khyber pondered before looking at the blade, "Of course...That sword was a part of the one I took it from. Its DNA is within the sword...meaning now you've become a copy of the original owner."

"Me, Grimlock, like," Grimlock growled eagerly before backhanding the charging Crabdozer, "Grah! Stupid rock bug! Me, Grimlock, trying to have moment of glee!"

"Oh no...he's another Rath-like form…" Tsubaki realized in dread.

"Only as big as Humungosaur," Makoto added, "Ben, focus!"

"Grrr...Head hurts…" Grimlock growled, "Everything feel weird…"

"So...he not only copied its form...but it's Spark." Khyber spoke, "Finish him!" he ordered as Crabdozer transformed into Slamworm.

"Uh-oh?" Grimlock remembered as he was slammed into and through the ground into lower levels, "GRAH! Stupid worm! Me, Grimlock, SMASH!"

"Well...it would appear the tables have turned!" Makoto smirked as she and Ragna cracked their knuckles.

"..." Khyber snapped his fingers as the ceiling opened up and dropped a large broadsword into his hand, he then grabbed a shield in his other hand as his helmet formed on his head once more =Oh...I wouldn't say that=

"But...but that's not fair…" Makoto complained weakly, her ears and tail drooping.

"Ragna!" Rook shouted, lifting his sword and tossing it, letting it land between them and Khyber. Noel, presently, was helping free him.

"Makoto, go help Ben...I fear his new Grimlock form will cause more damage to this ship...which is currently taking off," Tsubaki spoke while pulling out her own shield and sword.

"Sides...we can handle wild man Jack here," Ragna smirked, lifting up his sword, "Now then...your pet's been wrecking up Undertown for a long while, you and her destroyed Pakmar's place earlier, kidnapped me and some brats…"

"Hey!"

"...and it's almost time for the Roller Derby game from Kinet to start and Thrax is making some Tetraman Quesadillas for it and from the sample he gave me, I am _not_ missing eating that stuff and checking out a new sport!" Ragna informed as he put his sword on his back...before grabbing his black arm's wrist, "So congrats. You're the first asshole in this time that's making me even use this, even at a fraction of what it can really do." The red shell on the back of his fist opened, exposing an azure-colored core, "Hrrraaaa…" a black and red chaotic aura erupted off his body, acting as if it were embers burning off his entire body, "**BLOOD KAIN!**"

"?!" Noel and Tsubaki tensed a bit as Rook mentally swore that if he still had his bi'nthak, it'd be sticking straight up.

'_Is he…'_ Noel pondered.

'_...producing Seithr?'_ Tsubaki questioned in surprise.

"Well now…" Ragna spoke as he pulled his sword back out in a reverse grip, "Let's see how a hunter deals with a grim reaper."

* * *

Slamworm and Grimlock roared at one another as they fell into a large jungle of sorts within the ship. The two crashed down on the ground before Slamworm fired a barrage of slime at Grimlock. The Cybertronian swung his free arm out before him, causing an orange-colored shield of energy to form and block the slime. Grimlock rushed at Slamworm, slamming his shield into her before slicing at her with his fire-engulfed blade. Slamworm avoided the slash and gave a screech at Grimlock, who roared in return while bashing his sword against his shield. From the hole, Makoto fell down and landed on top of a tropical tree. She looked around before spotting the two circling each other, snarling and snapping/stabbing at the other in intimidation tactics.

"Whoa...Now one of them has gotta turn into a big ol' dinosaur breathing atomic breath and it'd be like a Kaiju battle," Makoto noted.

"Wait. Can me, Grimlock, do that?" Grimlock pondered, overhearing her, before being slapped by Slamworm, "...Rrrr! Stupid worm! Now me, Grimlock, _MAD_!"

He stabbed his sword into the ground before slamming his fists onto the ground. Panels opened, slid, and shuffled all over him as his body seemed to double in size. The spikes of his arms became the feet as his legs folded into his body and became a long tail. The armor on his body engulfed his head while small arms emerged from the engulfing armor with the T-Rex head snapping into place on the top of it all. He let out a roar, the air around his mouth warping from heat, as he faced Slamworm once more.

"...Yep. Today is a day for tingly in the naughty bits…" Makoto whispered in awe.

Grimlock let loose an earth-shaking roar, which made the ship shake and move awkwardly.

* * *

"Whoa!" Ragna grunted, stabbing his sword to keep his balance, "The hell was that!?"

"I do believe Grimlock is full of surprises," Rook spoke as Noel aimed a gun at the generator for his bindings.

"Well, now this won't do," Khyber spoke as he flipped back and went through a door before running for the ship's control room.

"Get back here, asshole!" Ragna snapped as he charged after him.

Khyber made it to the control room as he began typing in on the computer. Ragna and Rook made it in first as the Huntsmen turned to face them.

"I hope you know how to pilot this craft of mine...otherwise, we are heading to a little randevu with my partners...across the system," he spoke, stabbing a knife into the controls.

"No clue," Ragna replied, "But what I do know?" the 'embers' on his body flickered around his fist, "It's how to rip assholes a new one." he lunged at Khyber as the 'embers' shaped in a beast's head on his fist, "**Hell's Fang!**"

"..." Khyber chuckled faintly as he held up his shield as it opened and flashed, the shield took the attack before seeming to absorb it...and shoot it back out, forcing the two to duck out of the way as it demolished the entrance inside, "Well now...quite a bit of power in those embers coming off you."

"Da fuck is that?!" Ragna snapped.

"A shield made of rare Petropia power stones. Similar to Tennyson's form Chromastone, it can absorb and reflect energy." Khyber explained, "Perfect for...ranged attackers. I once reflected a To'kustar's cosmic beam with this shield...good luck breaking that."

"His ship must be full of tools and weapons that only work for him...and are designed to best all sort of powerful aliens," Rook spoke as he transformed his ProtoTool into a sword.

"If we can't break it, then we go around it," Ragna huffed as he charged him and swung his sword upwards, letting Khyber block it with his shield...only for the black and red demonic beast's head that seemed to emerge from the floor to strike him in the gut, "**DEAD SPIKE!**"

Khyber grunted, hitting the ceiling and leaving a dent in it. As he fell, Rook jumped and kicked him, sending him flying over the controls. The two rushed as Khyber got back to his feet, the huntsmen growling as the fangs on his helmet folded down and blasted them both with red electricity, making them grunt in pain.

"Gah...bastard…" Ragna grunted.

"Ha!" Khyber roared, swinging his sword which Rook blocked.

The two grunted before Khyber pushed him away. He blocked a swing from Ragna before knocking his blade back. Khyber continued blocking both their swings with his sword. He then rolled in between a slash from both of them, making them overswing and stumble forward. Khyber quickly grabbed a gun just under the control console. He shot it and blasted both of them with a giant glob of orange slime that hardened into a rubber-like texture, leaving them stuck to the ground.

"What...what the fuck is this?!" Ragna grunted as he tried to get out.

"Concentrated Slamworm and Lepidopteran slime essence," he explained, "You'll find that it's rather hard to tear off in this state," he laughed, "Sit tight, boys. We'll get to continue this game...oh so soon." he chuckled before looking at a monitor, "Hmm...rather unfair," he sighed, taking his helmet off before turning on an intercom and whistling.

* * *

Grimlock roared, biting Slamworm and swinging it around. He then stopped once he heard the intercom buzzed to life and a whistle to be heard. Makoto covered her ears before gasping as Slamworm began glowing red...and growing. Grimlock blinked in confusion as the monster was getting heavy...too heavy...he could no longer lift it. He grunted reverting to humanoid form in shock as a new beast towered over him.

Standing there with them was a huge monster. It had black rigid armor plates all along its back with grey armor on its belly. It had four legs colored in grey and ending in two red claws each, six short arms with the similar color and claw numbers. Its head was a bright red with a long Tyrannosaurus-like muzzle, pit sensors formed just below its eyes, and a horned ridge around the back of its head, and a single large horn from the center which opened at the end instead of ending in a point. The beast looked down as it let loose a low growl, its red eyes snapping open and dangerously focusing on Grimlock.

"Now me, Grimlock, liking this!" Grimlock growled eagerly before roaring and banging his sword on his shield once more before he blinked and looked up as the beast...began growing, its spikes becoming larger...its fangs bigger and its legs larger with the claws now sharper, "Oh...you eat Humungousaur, don't ya…" he realized.

"Book it, big guy! Book it!" Makoto shouted.

"Me, Grimlock, hate reading!" Grimlock snapped at Makoto before rolling out of the way of the lunge the beast performed, "But retreating me, Grimlock, can do." he scooped up Makoto as he ran away from the beast, who gave a roar and chased after them, "Ugh…Me, Grimlock, wanted exciting day...and me, Grimlock, get too much!"

"Yeesh...looks like a tyranno version of a millipede Kajun once had me help dissect for a science assignment," Makoto noted, "Let's call it Tyrannopede."

"Shut it, Makoto!"

* * *

"DA HELL IS THAT!?" Ragna snapped, seeing Tyrannopede on the monitor.

"The predator of the Vaxisaurian. The universe's greatest Apex Predator, and our strongest beast," Khyber explained, "Tennyson can't win."

"Yeah, well. You ain't gonna win either…" Ragna grunted.

"Agreed...you may know everything about Ben...but not us!" Rook added.

"Oh...like what?" Khyber asked.

"Noel is a much better shot than I am!" he smirked as Khyber turned around only to be blasted by a stun round to his forehead, making him roll around, his gills flaring up and letting out his whistle at multiple different tunes.

* * *

"GRR!" Grimlock groaned, keeping Tyrannopede from chomping on him and Makoto. He then grunted as the whistling began as Tyrannopede began to back away in confusion as multiple orders were being given at once, "Yes yes yes!" Grimlock cheered before timing out back to Ben, "No no no!"

"Seriously?! Now of all times?!" Makoto exclaimed.

"Come on, Omnitrix...give me Way Big!" Ben pleaded slamming the core as he transformed into a familiar humanoid dinosaur, "HUMUNGOUSAUR!? Against his predator!?" he panicked; he then looked up as Tyrannopede looked at him before licking its lips in hunger, "Oh snap…" he complained as he was rammed through several walls, "I...think she's tenderizing me…" he groaned as Tyrannopede grabbed his tail and tossed him through the hole they made and then through another wall, landing Humungousaur in the engine room, "Aw man…." he groaned as Tyrannopede lowered its horn and blasted webbing which wrapped him into a perfect cocoon.

"Ben!" Makoto panicked as Tyrannopede picked the cocoon up with her mouth, "...Kono…!" Makoto growled as she rushed up to the predator, unaware of a large energy gate forming behind her as she reeled her fist back, "You get away from my friend, ya big stinkin' silk-spewin' dino!"

Tyrannopede looked up to see Makoto jumping towards her. The Beastkin gave a roar as she punched forward, which caused the energy gate behind her to fire off a giant energy fist that slammed right into the predator, causing it to let go of the cocoon as it was sent crashing through a few walls. Makoto blinked twice. She looked at her fist...then the holes...then her fist...and then back to the holes.

"Did...Did I just use a Distortion?" Makoto pondered before looking around, "Is there...some sorta Space Seithr in here?" she then turned her attention at the cocoon, which had a huge bite-mark on it, "...Questions for later. Helping Ben now."

"BAH!" Ben panicked, falling out of half of the cocoon, "Wah!"

Makoto jumped up, catching Ben, "Got ya! Good thing you timed out, huh?"

"No kidding. I literally saw my life flash before my eyes," Ben panted as she let him down, "Uh...she's getting up…" Ben panicked as Tyrannopede twitched her legs, flailing as she tried to get up, "Makoto, do it again! Do it again!"

"I don't know if it'll work a second time!" she panicked.

"Guys, get the whistle!" Ben panicked into his badge.

=Uhm...ano…= Noel muttered =It's not...on him...It's...well...it _is_ him. His gills are the whistle…=

"Seriously?!" the two gawked.

=We have another problem, the ship is about to warp to an alien world and we can't stop it= Tsubaki added.

=He stabbed the controls!= Ragna snapped.

"Wait...This is the engine room…" Ben spoke, "Guys...hang on. We need to make an emergency landing."

=I don't like the way he said that…= all four of them spoke.

"...You're planning on destroying the engine or mess with it, aren't ya?" Makoto guessed as Ben turned his communicator off.

"Oh big time!" he smirked, "But first, let's take care of Rexy!" he smirked dialing the Omnitrix, "Alright Omnitrix...I'm not even gonna ask...surprise me." he sighed slapping the watch as he shrank into Greymatter, "..."

"Oh man…! The worst pick at the moment!" Makoto complained.

"Wrong!" he declared as he smirked, "I just remembered...Greymatter has no predator...because he's that smart."

"...Whut?" Makoto blinked twice.

"Hmm...He's created a hybridized engine utilizing several different kinds of technology," Greymatter noted, looking at the engines, "Makoto, punch that pipe over there, the one up there, turn the valves there, there, and there, and finally? Smack that pipe with your tail."

"I don't…"

"Makoto, just do what the genius says!" Greymatter snapped, making her yelp and get to work.

"Yes sir!" Makoto saluted as she rushed up to the engines.

"And now…" GreyMatter began as Tyranopedde stomped back into the room, "To deal with her...fortunately I know just how to do that."

"How?" Makoto asked, currently turning one of the valves.

"Watch," GreyMatter smirked as he hopped back into the cocoon just as Tyranopedde looked into it, raising her head as she roared, destroying the cocoon part she had picked up. Unaware to the predator, GreyMatter was hiding in one of her ridges before moving up to another area near her neck and slid down into it.

"...What's he…" Makoto began before noticing Tyranopedde's eyes widen for a moment, the predator giving a weak roar before she collapsed, "...You used that trick that hunter did on you and Ragna, did you?" she smirked just as Grey Matter hopped off.

"Perfect for subduing all manner of prey." Greymatter spoke, trying to copy Khyber's voice, "Sometimes I forget how useful Greymatter is, since he's just a tiny little Galvan."

"Never underestimate the little guy," Makoto said as she turned the last valve, hopping off as her tail smacked a pipe, "And done!"

"Perfect," Greymatter nodded as he changed back into Ben.

"So now what?" Makoto asked.

"Now?" Ben asked before the engine began to spark, "We run the heck away from here."

"...Good idea."

* * *

"Gah...I grow tired of these games…" Khyber growled, about to stand before the ship began to wobble, "?!"

"...Please tell me the kid and squirrel girl didn't blow up the engine," Ragna said with a groan.

"Okay...I will not," Rook sighed as his ProtoTool began sucking excess goo off him and Ragna.

"Time to go!" Big Chill spoke, carrying Makoto into the room as he blasted the goo with his ice breath, making it brittle and freeing both Ragna and Rook.

"Everyone hold on to the Necrofriggian!" Ragna barked, earning surprised looks, "...What? Thrax is dating one and he needed a wingman and I'm the only guy who volunteered."

"...Think Mothra. Just think Mothra," Noel whispered to herself as she cautiously grabbed onto Big Chill.

"Khyber the Huntsman, you are under a…" Tsubaki began before an explosion caused part of the ceiling to fall and block him from them, "Gh!"

"Another time," Khyber noted from a gap in the blockage before moving away from it.

"Time to go," Big Chill ordered.

"...Right…" Tsubaki slowly nodded as she grabbed onto him.

* * *

"How something so skinny can carry so much I'll never know…" Ragna muttered as Big Chill slowly lowered towards the ground.

"Not really flying while so weighed down…" he grunted flexing his wings to fix their course towards a park, "More like gliding. Now someone tell me: How many times does this make me saving someone today?"

"Wow, your honesty really poked something," Makoto noted to Rook.

"I am beginning to realize this...poking," Rook sighed.

"Oh come on. Seriously, someone tell me," Big Chill pleaded before a beeping noise went off, "...Please tell me that's someone's badge and not my Omnitrix timing out."

"Nope. It's you," Makoto replied, seeing the green on the emblem flashing red in time with the beeps.

"Oh man…" Big Chill sighed as he flashed back, sending the group of six plumeting down, "If we survive this, I am going to go straight to Galvan Prime to complain!"

"If we survive this, I'll kill ya myself! Then the little snot who made that watch!" Ragna snapped.

"Why aren't we falling!?" Makoto panicked, "Huh...wait a minute…" she realized they all landed on a white Plumber ship as it floated there.

=There you kids are. Boy was I worried= Max's voice was heard as the hatch opened to reveal him wearing a mechanized gauntlet over his right arm, a targeting scope over the eye on the same side, a multitude of different blasters on his belt and a cool looking rifle on his back, "Man, am I glad to see you all okay."

"Same here," Tsubaki sighed in relief.

"...Noellie, let go of my tail," Makoto deadpanned as she turned her head...only to blink twice when she saw Noel had passed out from shock and was hugging her tail in her fainted state, "...Well...I guess we're gonna be heading for this Galvan Prime place, eh Ben?"

"Ah!" Ben panicked as Ragna chased him.

"Come here and take your beating like a man!" Ragna snapped, chasing him around the top of the ship, "Oh, you are so gonna get it!"

"Help! Mad man chasing a hero here!" Ben shouted.

"Huh...So that's Ragna, right?" Max asked.

"Yep," Makoto replied.

"...Eh. Not the hardest case I've dealt with," Max shrugged after a moment of thought.

"Guys, seriously! Help!"

"Get fucking back here ya little shit!"

"See? Soap," Makoto deadpanned.

"I got him," Max sighed.

"Be careful he's really…" Makoto began only for Max to punch Ragna, making him spin around in place for a moment, "...strong…."

"That...was a...dirty move…Old timer..." Ragna slurred before falling over and passing out.

"The name is Magister Tennyson to you son." Max smirked.

"One punch…" Makoto awed.

"Ah...he stayed up 10 seconds longer than normal. I am getting old," Max sighed, tossing Ragna over his shoulder.

"Grandpa Max was the best Plumber in ALL of the Milky Way." Ben shrugged.

"A true legend of the cosmos." Rook added.

"Amazing," Tsubaki awed.

"You can do things later, please. I just really wanna get to bed after today," Makoto groaned.

"I need to pass out for a week..." Ben groaned.

"I need rest as well after all this excitement," Rook sighed.

"A break will be nice." Tsubaki sighed, "_After_ we finish the report."

"AH!" Makoto and Ben cried in annoyance.

* * *

Khyber and his dog groaned, walking out of the wreckage of their ship before falling over in pain. The two then looked up as a leg made of black metal with red glowing lines all along it, stomped in front of them.

=So...you failed to apprehend Tennyson...Why am I not surprised?= the alien spoke as he towered over Khyber, his body beast-like with large clawed hands, a wide strong body, and a beast-like head with a long muzzle opening into a glowing orange mouth and a single red eye, =But no more games...now we begin the true plan...and I won't let you _**ruin it!**_=

* * *

_SZ: And with that...season one is finito._

_GT: Hoo boy. Khyber is someone I consider really dangerous. I mean, if you look at the scenes involving his trophies, you can see things that he's hunted. And yes, that included Ultimate Humungosaur's helmet. That thing is in there and it terrifies me that he was able to take down an Ultimate._

_SZ: Same. Just…*shivers*_

_Z0: He did show to be AS strong as Rath...IE one of Ben's stronger aliens if pointed in the right direction. But...he's also Smart!_

_GT: We are going to do our best to not let his badassery decay like in the show. I mean, seriously. They did a lot of badassery decaying in the series with a lot of characters._

_Z0: Eh sad but true. We shall fix!_

_SZ: Massively! We shall fix all the problems Omniverse did! In fact...onwards to season 2 guys! Oh but before that...about the part involving Grimlock and stuff...well it could be possible Omniverse and Transformers Animated could share the same universe. *gets stares*...uh...z0? Care to explain?_

_Z0: Lets us look here *points to the Grimlock sword in the trophy room* This...this is Grimlock's fire sword from Transformers Animated. Now pay attention here *points to the hook* That is Lockdown's hook arm, his favorite arm. This is easily thrown away as a nod by the artist who worked on both shows...but...ahahaha that's lazy...LAZY! For us that is, so we say...they exist together! So expect a road trip to Detroit eventually~!_

_GT: Yeppers! Oh, this will be fun._

_SZ: Indeed...once more, onto season 2!_


	10. Outbreak

_GT: *working on something under a tarp* Ignore me, please._

_SZ: Ignore him. He busy with something._

_Z0: *wheeling in a giant pod* Dodododo…._

_GT: Who's singing about baby sharks out there?!_

_SZ:...Uh….we own nothing. Begin story!_

* * *

Deep in space in the meteor belt of our solar system. An interesting alien structure was built into a planetoid. It looked like a giant laboratory. Rounded and circular in shape with a gold and purple color to it. A look that just seemed to scream evil villain lair. This was the base of operations of the Kabal of Khyber the Huntsman, Malware the Rogue Galvanic Mechamorph, and Dr. Psychobos the Mad Cerebrocrustacean.

=Unacceptable!= Malware snapped as he slammed his clawed hand on the table where Psychobos was working on a new device.

In the background, Khyber grunted as his Anubian Baskurr turned into Buglizard and growled at him. Its eyes looked unfocused and confused as he thrashed around. Khyber grunted, pulling on a red leash as he tried to keep it in place.

"Easy old friend…" he grunted as she reverted to normal...only to then morph to Mucilator, then into Terroranchula, as it backed away dragging him with it. Khyber was then sent flying back as Slamworm rolled around in panic.

=You said you'd have the Nemetrix repaired by now, Dr. Psychobos!= Malware snapped =Yet the beast continues to change form at random. Not even Khyber can control it now!=

"I said I would _try_! It is based on a p-pathetic piece of Galvan technology after all, and I use the term loosely. And I explicitly told him too many quick changes in a day could overload its transformation matrix!" Psychobos countered as he continued to work and ignored the chaos as Necroshade tossed Khyber around like a rag doll, "Unfortunately, the piece required to stabilize the Nemetrix...resides within the Omnitrix itself. That which allows for the rapid changes between species without overloading." he motioned to a schematic of the Omnitrix's core.

=Which resides on Ben Tennyson...deep within Plumber Headquarters on Earth= Malware noted before Khyber crashed into the table.

"Down, old friend!" Khyber growled as Tyrannopede roared before Terroranchula spat a web at him, making the huntsman duck and tackle Buglizard, "I shall go collect the piece!"

=No, Khyber. Your single-minded obsession with obtaining Tennyson as a hunting trophy has clouded you to our true goal= Malware argued.

"Your goal. Not mine," Khyber growled before Panuncian tackled him.

=It is the Omnitrix we need! Tennyson is inconsequential= Malware spoke, stretching his arm out and grabbing the Panuncian before shocking it and tossing him across the room and into a wall.

"Not to me!" Khyber growled, "I will not rest until I have turned his entire team into trophies on my wall!"

=How do you intend to do that when you can't even control your mutt? Maybe it's time to end our contract…= Malware spoke as the two glared at each other.

"Enough," Psychobos spoke up as his cranium opened, exposing machinery attached to his brain before he blasted both with purple lightning, knocking them into opposite walls, "It was I who b-built the Nemetrix. Obviously, I am the only one who can r-repair it." he floated over the table and towards the doors, "Out of my way! Try not to destroy each other until I return...or do. That would be a sp-sp-splendid surprise to come back to!"

"When this is over...I'm steaming his brain…" Khyber growled.

=I thought you were going to feed him to your pet= Malware noted before tentacles grabbed the two =...Frag=

"Bugger," Khyber sighed before both were pulled to Vicetopus and into Mucilator's slimy sacs.

* * *

A cloaked ship landed on a building across the street from Max's Plumbing. A door opened as Psychobos hovered out along with a large multitude of machines.

"If you want something done right, you have to do it yourself…"

* * *

"This is not what I had in mind!" Rook shouted as he kept dodging vines aimed right at him.

"Hey, you never specified 'No Omnitrix aliens,'" Makoto argued as she rolled out of the way of another set of vines, "Easy on the whipping, Wildvine!"

"Hey. We're just sparring here," Wildvine countered, he was a tall green plant alien, unlike Pax he was thin and tall and a deep forest shade of green with four long vine legs like tentacles, a venus fly trap like flap framing his head, and seed pods on his back. His Omnitrix on a belt around his waist.

"Yes, but this was meant to be weaponless combat!" Rook argued, "You are cheating!"

"1: The Omnitrix is _not_ a weapon." Wildvine spoke as he whipped his vines, making the two bump into each other as he jumped and flashed into Humungosaur and pinned both of them down with his thumbs, "2: The bad guys always cheat. There's no such thing as honor in a street fight. The bad guys won't give you a moment to collect your weapon...so if you wanna beat them...you gotta fight like 'em." he chuckled as he let them go, "Plus, I got the Omnitrix, so I win even against them."

"But what if you could not rely on it? What if you were to end up in an encounter while it was unable to be used or malfunctioning, preventing you from transforming?" Rook asked.

"Then I improvise and get lucky." Ben smirked honestly, "That happened all the time as a kid and here I am. Besides, this isn't about me; this is about your training. You had to resort to saying things like cheating. Are you going to do the same in a real fight?"

"Maybe as a diversion," Makoto noted.

"And you tend to over-rely on your right side, Makoto," Ben added, "A bad guy sees that, they could easily get you surprised with an attack on the left."

"This is what I mean...you show astounding combat tactics and awareness...yet why do you choose to rely on the Omnitrix so much?" Rook pointed out, "Even when armed and outnumbered, you always are fast to find a way to fight your enemies. Why do you not train your true form as well?"

"Hey, I do," Ben argued, "I did karate lessons under Gwen."

"Then why do you not learn further?" Rook asked.

"Honestly...I tried, but Gwen told me I just need to fight smarter. I love her, but man does she send confusing signals...It's a wonder Kevin ever even got that first date. She yelled at me for being late to a match for Julie...when I was busy stopping a Museum robbery!" Ben complained, throwing his arms up into the air before sighing.

"Finally found a video of one of her matches?" Makoto asked.

"Yep," Ben replied, "I hate it when bad guys are right."

"So...that is why...you just gave up on your personal training due to your reliable trainer not putting priority in it!" Rook realized as it all made sense.

=Ah well. I love Gwen as much as the next guy in this family, but I think we know this life was never meant for that girl= Max sighed =She's not like you or me, Ben; she actually wants a normal life=

"Oh please. 'Normal' is just a term for 'boring,'" Makoto snorted, "Though I would like to meet her and Kevin one day. You guys keep bringing 'em up, so now I'm curious."

"Honestly? Dye Tsubaki's hair orange and pull it into a ponytail and you've got Gwen," Ben joked.

=I heard that= Tsubaki spoke.

"Ah man…"

=Yeah, but Tsubaki doesn't know magic or actually has your Grandma's spark= Max laughed.

"Grandma...Wait, Max, you're married?!" Makoto shouted.

=...Even I'm surprised by your statement, Makoto= Noel deadpanned.

"Hey…!"

"Grandma Verdona...is a weird topic…" Ben muttered.

"Why?" Makoto asked.

=Ah, Verdona...My stellar girl…= Max sighed.

"Grandma is an alien." Ben chuckled.

"Hah?!"

"Yep. I'm one-quarter alien on my dad's side," Ben explained, "But the 'spark' only really shows up in girls."

"Spark?"

"Grandma is from a race called the Anodites, beings made of life energy. Unlike NRG, however...no DNA to scan. So when they have kids with other races...the kid looks like the Non Anodite parent." Ben explained.

"Wait...Anodites...are real!?" Rook exclaimed.

"Yep."

"Wait...your grandma is part of some sort of...legendary mythical race of magic aliens!?" Makoto summed up.

=I...I am impressed, Magister…= Tsubaki spoke.

=Hai…= Noel added.

"...Another point of being glad the NOL isn't in this time," Makoto spoke up.

"Why?"

"Anything magic related? They had to automatically own it," Makoto explained, "...Though I'm also glad Sector Seven ain't here, either. Science. Lots of science."

=Well, they should be glad those NOL ain't here. If they want to get to my granddaughter...they have to go through me= Max smirked =And you can ask Vilgax or any other scum of the Galaxy...no one topples a Tennyson=

"Grandpa once strapped Vilgax to a nuke and shot him into space," Ben smirked proudly.

=...Well damn. The old man is hardcore= Ragna spoke up in the background.

"What th...Ragna?" Ben pondered.

=Your gramps here asked me to come and see how'd I fare in your training here= Ragna snorted =Considering no one had any jobs on the board in Undertown today and that I'm avoiding Tao at the moment, why not?=

"...Why are you…?"

=She catnipped too much catnip again. In other news, Pakmar got a ton of cash from selling cat scratchers to the Kaka clan. Not saying any correlation or anything=

"Oh not again...we had to file so many complaints last time…" Makoto complained, "...Wait. Who gave her catnip?!"

=Some spiky rat she was chasing=

"...Porcupine quills for hair that paralyze anyone who gets poked?"

=Yep=

"ARGIT!" Makoto barked.

* * *

In Undertown, Argit suddenly felt a shiver up his back, making his quills curl upwards, "Oh great...who'd I piss off this time? ...I'd better go into hiding again!" he panicked, taking a woman's scarf and a man's glasses, "You didn't see nothin'!" he shouted putting them on while running...only to trip over a trash can in the process.

* * *

"Ugh...Come on. I paid you cash. Give me the juice box," Ben scowled, poking a button repeatedly in annoyance.

"Hand it over, alien vending machine!" Makoto snapped, smacking it repeatedly.

"That is not a vending machine," Rook pointed out.

"Uh quarter slot?" Ben countered.

"Okay, what the hell?!" Ragna snapped in the background, "Are those goddamn saws on robot arms?! Did you just set them _on fire_?!"

=Come on, son. I passed this level when I was 17!= Max cheered.

"Oh, screw y-YARGH!"

"Seems he's having fun," Makoto noted before bonking the machine again, "Seriously! Juice now, dammit!"

"Again, not a vending machine," Rook deadpanned.

"What is this nonsense?" Tsubaki asked, walking out with Noel.

"I couldn't keep watching…" Noel explained, hanging her head, "It was like gym class at the academy, only everything is on fire or sparking with electricity."

"And why are you two banging on a computer?" Tsubaki questioned.

"It won't give us our juice boxes," Makoto complained.

"I do not think they notice anymore…" Rook sighed, "And I still do not understand these boxes made of juice they want."

"They're not made of juice, Rook," Tsubaki sighed, "They…" a siren went off, "...Makoto...Ben…"

"We didn't do it!" both replied quickly.

=Perimeter breach in progress! Multiple targets incoming!= Max called =Ragna, we're pausing the session!=

"Finally!" Ragna declared as Plumbers ran by a tunnel connected to where the group was.

"Move it, you five. We've got trouble," Max ordered the group as he ran by.

"Action time!" Makoto cheered.

"Oh dear…" Noel spoke, pulling out her guns.

"So long as it's not on fire or covered in electricity, I'm good!" Ragna declared as he ran by...his body smoking with soot on random parts of him with his hair poofed up and sparking from static.

"...I don't understand. The security system was updated after what happened with Khyber," Tsubaki stated as she brought her sword and shield out, "Who could be infiltrating us?"

* * *

From the ceiling in the main area, drills pierced through before dropping down, connected to purple slender robotic forms. The drills opened up to expose a red optic before firing lasers and blasts of electricity from the split drill pieces.

"Concentrate fire!" Max ordered before ducking under some Plumber agents that got sent flying, "Watch for those tails!"

"Robot worms…" Ben muttered, "That's a new one."

"Ragna seems to be enjoying himself," Makoto noted, seeing Ragna grabbing one of the robots by its tail before slamming it into another.

"Come on, ya bastards! I got a lot of stress from the old man's training, and I need something to vent on!" Ragna declared as he bisected one of the robots with his sword.

"...M-maybe a little too well…" Noel whispered.

Unaware to everyone, Psychobos floated in from one of the holes, riding on a purple platform as he looked down below, his gaze soon stopping on Ben, "...And now the fun begins…"

"So...what alien you gonna use this time?" Makoto asked as she and Ben stood back to back, the Beastkin punching back one of the robots.

"Dunno. Tempted to use Grimlock again, but I d-"

"Just focus!" Tsubaki shouted nearby, using her shield to block ne of the robots' drill before slicings its head off. One attempted to attack her from behind before a laser shot destroyed its head.

"Keep your head above, Tsubaki!" Rook shouted, using his ProtoTool to blast some of the robots.

"It's 'Heads up', Rook!"

"...I got just the one," Ben smirked as he activated his Omnitrix, "Okay you evil freaky robots. It's Her-woah!" he yelped when Psychobos grabbed both his arms from behind

"Oh gross! It's like Brainstorm got tiny legs and a huge claw!" Makoto exclaimed with a yelp.

"I shall have you know these c-claws are not just for show!" Psychobos spoke, "Now hold still, b-buffoon!"

"Hey cut it out, Krabby!" Ben grunted.

"Oh believe me, I wish I could…" he spoke as a device strapped to his giant claw released a light which began scanning the Omnitrix, "I need a clearer scan…" he grunted, letting out a shock that struck the watch, "There it is!" as he focused on a specific part in the core of the Omnitrix, sparks of green and purple energy coming off it from prolonged use of his electrokinesis, "Ah...and a better s-storage as well."

"Cut it out!" Ben grunted as the Omnitrix began glowing, "Uh-oh…"

"W-what's this ?...A d-d-defense system...Oh my…" he realized just before a shockwave separated them.

"I got ya!" Makoto called, catching Ben once more, "Wow. You sure like falling into my arms, huh?"

"Shut it…" Ben blushed.

"Oh...that was most unpleasant, and I use the t-term loosely," Psychobos grumbled.

"Wait...that didn't make sense…" Tsubaki pointed out.

"We're having crab meat tonight!" Ragna shouted, lunging at Psychobos.

"Barbarian!" he snapped before blasting him with his purple lightning, lifting Ragna up into the air against his will, "Now if you'll e-e-excuse me, I shall make my leave."

"You are excused!" Rook shouted just before landing a flying side kick to the Cerebrocrustacean, forcing his shell to close and free Ragna.

"Good one, Rook!" Makoto cheered, helping Ben stand.

"The Cerebrocrustacean is getting away!" Rook shouted as Psychobos began to float back to the hole he came in from.

"Noel, cut off his escape!" Tsubaki called out.

"Hai!" she called out, aiming, only for her and the others to be distracted when Ben grunted loudly.

"GAH!" Ben cried as a green aura surrounded him.

"Ben!" Rook called out as he and Makoto moved to get close only for green electricity to shoot out and strike him, Makoto, Ragna, Tsubaki and Noel.

Rook groaned as he shrank down, grew a tail and his skin became green, leaving him standing in the form of Upchuck's race, the Gourmand.

"This is disturbing…" Rook spoke, looking at his new stubby little arms.

"Disturbing?!" Ragna shouted in a high voice...now a red-white, and black Ball Weevil, "I'm a goddamn bug!"

"Guys?" Ben blinked, "You're Upchuck and Ball Weevil!" he freaked.

"No shit!" Ragna snapped.

"Makoto and the others were also hit by that feedback from you…" Rook realized, his eyes shrinking in panic. The guys all then panicked upon hearing a feline like growling.

"...Please tell me that was someone's stomach," Ben begged.

"Oh come on! Why did she get a good one!?" Ragna snapped as Ben and Rook turned to see what he saw.

Makoto had a less drastic change. But it was a change nonetheless. Her armor had stretched out to fit her now more muscular but still feminine build. Her tail was gone, replaced with a tiger's tail, as wrist claws poked out of her armor. Sure enough...she was now an Apopplexian, but thinner and with the same body type as her normal self.

"Lemme tell ya somethin', Benjamin Kirby Tennyson; what did you do?!" Makoto snapped.

"Uh-oh," Ben gulped, _'Huh...If I wasn't so terrified, I'd be amazed at seeing a female Rath. ...'_

"My eyes are up here…" she growled.

"AH!" he cried, falling over.

"Oh, this feels awkward…" Tsubaki noted, her voice a bit deeper.

They looked to see Tsubaki had also been altered. She actually looked more like a werewolf with her own uniform stretching out to deal with her added size while her fur was a dark color of her hair with a tail poking out of a tear in her uniform. She tapped at her snout only to yelp when it split down the middle into four pieces, exposing a pinkish interior before grabbing and shutting it.

"Hey...that's the werewolf alien!" Ben realized, "I haven't used him in ages...I just called him 'Benwolf' the first time I used that form...been meaning to change that name…"

"She's a Loboan," Rook noted.

"Lemme tell ya somethin', Rook Blonko; Makoto has no clue what a Lo...a lo...what you just said!"

"Think werewolves that can shoot sonic waves from their mouths," Ben explained.

"S-So...this splitting mouth is normal?" Tsubaki asked, keeping her clawed hands on her snout.

"Yes," Ben replied before looking around, "...Um...Where's Noel?"

"Oh...my head…" Noel groaned as she got up, a pair of icy-blue and snow-white moth-like wings on her back.

"..."

"Um...B-Ben-san, what's wrong?" Noel asked, her fluffy icy-blue moth antennae twitching on her head while her skin had turned pitch black with white and blue patches all over, her eyes becoming bug-like and a deep blue; yet for the most part, she still retained most of her human physical appearance...not counting the wings flapping around behind her.

"Don't look in a mirror," Ben warned.

"Eh? Why?" Noel asked as she looked at the reflective surface of a nearby monitor, "EEEK!"

"I told you not to look in a mirror!" Ben groaned, facepalming.

"M...moth! I'm a moth!" Noel freaked.

"...Uh...uh..oh!" Makoto gasped, "Think one of the Mothras if they had an ice form!"

"Yes, yes! Um...Think of Rainbow Mothra!" Tsubaki advised.

"Lemme tell ya somethin', Tsubaki Yayoi; that's what Makoto just said!"

"You didn't specify which one!"

"I….oh," Makoto growled before a laser from one of the machines hit her, "Rrrrr! Lemme tell ya somethin' drilling bots that shoot lasers and electrocute Plumbers; Makoto will smash you with the moon! Then she'll take you to the moon to be smashed by the earth!"

Max chose to ignore the chaos happening with Ben's team as he stopped shooting long enough to pay attention to Blukic and Driba. They flew up to him on a hovering tray carrying ammunition in red clips.

"Phased Pulse clips," Driba explained, pointing to the new clips for their rifles.

"Much more effective," Blukic added while patting them.

"First squad, fall back to change ammo! Second squad, give them cover!" Max ordered as he grabbed a clip and swapped them.

"He is getting away!" Rook noted, pointing up at Psychobos getting to a hole in the ceiling.

"No he ain't!" Makoto growled as she picked up Rook and cocked her arm back.

"Oh no…" Rook squeaked before Makoto threw him, "GYAH!" Psychobos barely avoided the thrown mutation, letting Rook smack into the ceiling as he continued on out, "...ow…"

"You're next!" Makoto spoke, grabbing Ragna so roughly, he squeaked, "..." she did it again, earning another squeak and Tsubaki's attention.

"...One more time?" Tsubaki asked.

"...Don't you even think about it," Ragna growled.

***SQUEAK***

"..." both blinked twice as Ben facepalmed.

"It's always the squeaky things that distract me in those forms…" Ben sighed.

"Wh-why is he squeaking?" Noel asked as she learned to cover herself in her wings like Big Chill often did.

"Most likely...they are squishing the sticky ball goo inside of him…" Ben figured, "The...kind that explodes…" he sighed as an explosion made both girls cry in surprise.

"Ooh~! Imma call you Exploding Bug!"

"Like hell!" Ragna snapped.

"What is wrong with us...why is it so hard to focus?" Tsubaki complained.

"Not so easy, is it?" Ben arched an eyebrow to them.

"Ahem," Ben looked down to see the two Galvan as Driba pulled out a box that unfolded into a tall-to them-tower.

"If ya'd put yer arm in there, please," Blukic noted.

"On it," Ben sighed before putting his Omnitrix-attached arm inside the circular room section as it closed around his arm, stopping the flashing.

"Alright what hap-happened...uh...who are you cadets?" Max blinked looking at the others new forms.

"Lemme tell ya somethin', Magister Max Tennyson, grandfather to Ben Tennyson also known as greatest Plumber and badass in the Milky Way; it's me, Makoto! Ben Tennyson did something and now I'm really mad! I just wanna punch everything!"

"Oh...oh boy...yeesh…" Max cringed, "So this happened...Last time this happened was when someone messed with the Ultimatrix...Gwen and Kevin had a real bad day…"

"S-Sir? What's happened to us?" Noel asked, carrying Rook in her arms with Ragna on her 'hood.'

"Well...best guess the Omnitrix sent out its mutation energy, which is used to make Ben into aliens...and it made you kids into random aliens in his current roster." Max said, "But...only half."

"Half?" Tsubaki asked.

"Yes...you're all...well...sorry for the terminology, Makoto, but you're all halfbreeds at the moment." Max sighed.

"It's fine. Whatever," Makoto snorted, "Ugh...GRAH!" she punched a wall, "Gah! Why am I so cranky! Not even this mad when it's that time of the month! ...Did I just say that out loud?"

"...Code Blood Orange," Max stated as everyone but the group that was changed and the Galvans began to scream and run off.

"Do we even wanna know?" Ragna asked.

"Protocol after the last time we had a female Apopplexian at a Plumber base during that time," Max explained as an agent quickly came back pulling a cart filled with fish and chocolates.

"Dude, food!" Makoto beamed as she began to scarf it down.

"I...am disgusted…" Tsubaki groaned, "But I don't want to risk throwing up with this new form…" as if to prove her point, her jaws split open once more, "Ah!" she closed them again, "How do I make that stop?"

"I don't know...that never happened to me," Ben explained, "Whenever I needed to use the sonic howl it did...but most of the time it stayed normal."

"Ben...how...how do you live like this...adjusting to so many body types...so many abilities...it is...impossible!" Rook grunted, unable to move as he wished due to his Gourmand belly, "Noel, if you could loosen your grip just a little...you are squishing my pudgy belly."

"Oh! G-gomen…" Noel apologized as she let him go.

"Thank you…" he sighed, "Seriously, this body is impossible…"

"What? No he's not," Ben countered, "The key to Upchuck is using his gut to gain momentum when running and jumping so you can swing around faster than expected."

"I...I do not see how that is even possible." Rook sighed.

"HOW DO YOU THINK I FEEL?!" Ragna snapped, "I'm a goddamn bug with exploding slimy puke! I'm essentially a goddamn Pokemon!"

"Well Ball Weevil is a lot faster then he looks, and the sticky balls are controlled via your new body's gag reflex," Ben explained, "It helps if you were full before transforming into him. Odd, I know...also you might feel a compulsive desire to clean things."

"Clean...why would...why…" he paused, looking at Makoto and the mess she was making, "Do you need to eat like a fucking slob?!" he snapped, jumping over towards her.

"Can't talk...eating."

"Oh hell no! You eat like a-_DID YOU JUST FLIP ME OFF_?!"

"What about Rath?" Tsubaki asked.

"...I got nothing for that one," Ben sighed, "At times, I can at least direct him. And remembering people I care for helps me control him better at times...but...well, they get angry at the tiniest of things. We can't say anything critical to her till she's back to normal."

"Why am I doing this?!" Ragna snapped, rolling a sticky ball and cleaning all the mess Makoto was making, "Am I gonna die if this goes off!?"

"What about me?" Noel asked.

"Big Chill is actually one of my calmest aliens...you lucked out," Ben smiled, "But you are more prone to cold out of habit heat is hardly a weakness, and you might have new weird eating habits. Like...eating metal…"

"Eating metal?"

"But, uh, not really for another 78 years," Ben assured.

"What happens then?"

"Big Chill's kind gives asexual birth…" Ben chuckled.

"Lemme tell ya somethin', Ben Tennyson! Max Tennyson shared pictures of the babies!" Makoto declared.

"..." Tsubaki, Rook, Ragna, and Noel slowly looked at him with wide eyes.

"You've...reproduced?" most of them muttered in unison.

"It's a long story and Kevin does not let me live it down!" Ben replied before turning to the two Galvans, "Blukic! Driba! Please tell me you can fix this."

"Yes/No! ...No/Yes! ...Maybe…" they both spoke from inside.

"Go get the owner's manual…" Driba whispered.

"The what?" Tsubaki asked, able to hear their whispers with her new ears, "I'm sorry...did you say Owner's manual...as in something Ben should have!?"

"Hey, I'm doing good," Ben defended.

"..." Tsubaki motioned to herself and the others.

"Oh this is _SOOOO_ not my fault!" Ben argued.

"Oh I hate to pick sides but Ben's right. He can't have controlled this even if he wanted." Max spoke, "But still, Ben, you should study it."

"I didn't even know it existed!" he argued.

"Of course it did. First Thinker Azmuth knew it'd only be a matter of time 'till you broke it," Driba spoke.

"Or dropped it in the toilet…" Blukic spoke.

"Or hacked it a second time…" Driba muttered.

"Or self destructed it to use it like a grenade again…"

"_Okay!_" Ben hissed.

"...Well, at least it cannot get any worse," Rook spoke.

"GH?!" Ragna nearly fell off his ball at that, "...IDIOT! DON'T EVER SAY THAT OUT LOUD!"

"ROOK!" Makoto roared.

"Never say that…" Tsubaki sighed.

"Oh dear…" Noel muttered, tearing up in worry.

"Way to go, partner...you just jinxed us…" Ben sighed as a small shock went down the Galvan observation tower and into the prison level.

* * *

The prisoners below went about their business in their cells, unaware or uncaring of the chaos above. For all they cared, the Plumbers could perish with whoever attacked them. Why would they care for the Red Spots? But they were a little worried that if they all died, no one would be around to feed them...so there was that…

Regardless, the Omnitrix energy wave ran through several cells directly below the spot where Ben was situated. The energy coursed into Liam's cell first, touching his leg and causing him to morph...his body growing until he could hardly fit in his cell anymore. He roared, punching the door down as the energy went down into its next cell. Fistina panicked as the energy came towards her before touching her, causing her body to change into a more fluid metallic substance.

Psyphon blinked as he saw the energy run along his wall. He touched it willingly, letting its energy course through him. He took his hand back as dark red fire began burning on his hand...only he felt no pain, "Oh...yes…" he smirked.

=I don't like the looks of this= Bubble Helmet groaned as the energy came into his cell before touching his leg, making him bulge until he grew inside his suit, new arms and legs pushing through the bionic ones as his helmet popped off leaving him in the form of a blue and black furred version of Shocksquatch's species the Gimlinopithecus, "Now I really don't like it!" he snapped, looking at his new fur covered hands, which to his original species was...highly disgusting.

He then turned to his cell door as it began to melt, blinking upon seeing a red Galvanic Mecamorph in the exact same shape as Fistina, a Vaxasaurian wearing the same attire as Liam with a plumage of feathers atop his head, and leading them was a Pyronite who's head looked disturbingly like Psyphon...even kinda sounded like Psyphon as he laughed maniacally at his own false bravado and hype ...oh...this was the real Psyphon, wasn't it?

"Cheer up, Bubbles… We're getting out of here…" Psyphon stated.

* * *

"Primary Security Grid is still offline...get that secondary grid back up to full power!" Max ordered as the Plumbers worked like mad to restore the base to proper working order.

"Gah...I'm hating this…" Ragna growled, riding on top of another slime ball as he used it to pick up some of the debris, "I hate this urge to clean everything! Grr...when I catch th-HEY ASSOLE! CAREFUL WITH THAT! I AM NOT PICKING THAT SHIT UP!"

"I really can not take him seriously with that voice," Rook admitted.

"You're a pudgy adorable Upchuck. Neither of you can be taken seriously," Ben countered.

"It's...kind of...true." Noel nodded, making Rook pout, "See...cute."

"My masculine pride does not enjoy that…"

"Let's see...Randomizer...Life form lock…" Driba muttered, reading the manual with Blukic.

"Nope, and not handy…" Blukic replied.

"DNA scanner...DNA repairer...uh…" Driba mutered, "Intergalactic time, local time, temporal anomaly detector, Externet Wireless Hotspot...ooh~ Remember that for later."

"Wait...this thing gives free Wifi?" Ben blinked.

"It seems to have many...mundane add-ons…" Tsubaki noted, "Why would Azmuth add such things?"

"Keep the user occupied and not mess with its delicate controls," Driba stated, "No...that's actually what the sticky note on it said. Apparently, Ben fiddles with the Omnitrix when bored or nervous and one time sent a recording of his morning ablutions to Azmuth."

"It...was...not well received…" Blukic added.

"HA!" Makoto laughed, "...Wait. What does Ablu...Ablue...whatever Driba said means?!"

"Morning rituals like washing your face and brushing your teeth," Tsubaki sighed.

"Oh...like that one time me and Noel Vermillion caught you singing in the shower th-" Makoto began.

"I had auditions for the school play that year!"

"Focus!" Ben snapped, making them flinch, "If we don't fix this, you guys could be trapped in those forms!"

"...Apologies/Shuttin' up."

"Uhm...Driba, Blukic…" Noel spoke, peeking into the containment cube, "What if you just turn the Omnitrix off and then back on?"

"..."

"..."

"Wait...it can turn _off_?" Ben blinked.

"Well, there is a manual reboot." Driba spoke, turning the page in the manual.

"Just a slight little hitch. It could accidentally unlock and transform you into a new transformation while in the process in order to keep the user...that'd be you...safe until such a time it turns back on," Blukic spoke.

"...Well why didn't you do it sooner?!" Ben complained.

"We wanted to be sure he didn't yank something important out," Driba spoke, "If he did...oh boy, this could be much more troublesome."

"So far...so good." Blukic spoke, "But the feedback of the morphogenic energy and Psychobos' electrical energy...well made you all into half aliens. More than likely aliens Ben often prefers to use or random...I don't know..."

"Nani? You know who that was?" Noel asked.

"Psychobos is the so called greatest mind of the Cerebocrustaceans…" Driba spat.

"He's a right loony." Blikic added, "Jammed a whole bunch of doodads and gizmos in his brain."

"The mere thought he thinks himself smarter than a Galvan? HA!" Driba laughed, "Impossible!"

"Then explain why he was so gung ho on trying to get my Omnitrix?" Ben asked.

"...Wait," Tsubaki spoke as she held her chin in thought, "What if...he was trying to obtain something from it to fully complete the Nemetrix?"

"Makoto still like Predatrix more!" Makoto chimed in.

"Not important right now," Tsubaki stated before looking over at Ben, "Ben, how many predators were in the Nemetrix?"

"Ten. What does..." he paused as he recalled something, "He said more options...he's going to upgrade it to house more forms…"

"Which means more predators to match your other alien forms," Tsubaki finished.

"Great...more nightmare fuel…" Ragna muttered.

"Hey! Lemme ask ya somethin', Blukic and Driba! Is there a predator for Apopplexians?" Makoto demanded.

"Khyber," Ragna pointed out, earning a growl and glare from Makoto, "What? It's true. He took down that form like it was nothing and isn't it one of the kid's stronger ones?"

"Not a kid!"

"Talk to me when ya beat me when I'm my regular self. Then we'll ta-HEY! Did you just miss the trash can on purpose, ya asshole?!"

"So this is why you've been much more clean at home," Tsubaki realized.

"Totally handy," Ben smiled.

"How do you avoid the...well...kaboom?" Noel asked before one of her antennas rubbed her nose, "...Ah...ah...ACHOO!" she sniffled, "Sorry…"

"L-l-l-lemme tell ya somethin', N-n-n-n-Noellie...B-b-b-b-bless you…" Makoto shivered, her lower half frozen in a block of ice with snow on her head and shoulders.

"The sticky balls only explode if I let them," Ben explained as Tsubaki pulled out a torch to melt the ice, "I don't know how but Ball Weevil can choose when they detonate and when they don't, otherwise they are bouncy, sticky balls that suck up whatever is garbage or debris to accumulate more mass."

"Like a katamari?" Noel asked.

"Makoto made the same comparison...Though to be fair, you were in a state of fear from Terroranchula," Ben noted before Makoto hugged him from behind, "?!"

"Lemme tell ya somethin', Ben Tennyson whom I consider a good friend; don't think too far with this. Still cold from the ice," Makoto grumbled.

"We really need to get these forms under control," Tsubaki noted, putting her hands on her jaw before it split open again, "Otherwise if something happens, we'll be in trouble."

"...Lemme tell ya somethin', Tsubaki Yayoi, one of my best female friends! You did _not_ just tempt fate with that!" Makoto growled as she spun around to glare at the half-Loboan, unintentionally spinning Ben and the device he was connected to with her.

"Help...me…" Ben gasped out, her tightened grip cutting off his air.

"Ano...M-Makoto…" Noel began before Ben took her hand.

"Think ghost...think ghost…" Ben gasped out.

"Gh?! Gh-ghost?" Ragna tensed at that.

"Ghost…?" she muttered, becoming transparent with Ben and his device, pulling them out of Makoto's hold, "O-oh! I did it…"

"What was that!?" Ragna shouted, hopping in the air for a moment in fright.

"You did not know they had such abilities?" Rook asked, "Yes, Necrofrggians can become intangible, invisible, and all sorts of spectral properties."

"...I knew the species name and the look, but not the powers aside from ice!" Ragna exclaimed, "Guh...That's just damn freaky! What next?! A jailbreak with hybrid jailed guys?!"

"Stop tempting fate!" Ben barked, "Please tell me you can reboot the Omnitrix, guys."

"We just need to do one thing to start it. Once it finishes rebooting, everyone should go back to normal at the same time you do," Driba informed as the duo rose the core in the Omnitrix and began to twist in several times before pushing down, letting out a green light that faded to reveal Ben replaced with a short, chubby, yellow-skinned creature wearing a pair of underwear-like shorts that were black and white in color with the Omnitrix on his belly button.

"Aw Man~" he sighed, "This has to literally be The Worst alien...Ever...of all time!"

"Lemme tell ya somethin', The Worst; that is a perfect name for it!" Makoto declared.

"You are the neighbor species to Ball Weevil; an Atrocian," Driba explained.

"The Worst's kind are all slobs...and Ball Weevil's race cleans their mess," Blukic added.

"You mean I gotta live in symbiosis with this disgusting thing!?" Ragna snapped, jumping on The Worst's head.

"At least it cannot get any worse," Rook noted...before the floor nearby exploded.

"Stop. Tempting. FATE!" Makoto roared, being held back by Tsubaki from trying to strangle Rook.

"You really need to stop saying that…" The Worst sighed as Liam, Fistina, and Bubble Helmet-sans helmet-climbed out.

"...Oh great. They changed forms too?!" Ragna complained.

"Bwak! We're getting out of here!" Liam shouted, "They can't stop us all! Bukawk!"

"Liam!" The Worst panicked, "Great...when I really want Humungosaur? No...it never comes...but he gets it!"

"Is now really the time for that?" Tsubaki questioned as Plumbers mobilized to capture the trio.

"What can I even do?! Does this guy have any powers?" The Worst asked.

"He does not." Blukic shook his head.

"SERIOUSLY?!"

"Well...he's indestructible and Terroranchulas tend to avoid them. But you still feel pain," Driba explained, "Other than that? Nothing."

"Atrocians are so lazy that it took the Insectoids discovering space travel for them to follow. 'Course, they're terrible and end up shouting loudly in places they shouldn't," Blukic added.

"Ahaha...man, this really is The Worst!" he cried before panicking with the Galvans as Liam stomped while looking at him.

"Tha-bagawk-that you Tennyson!?" he asked, punching his fist into his palm, "Oho...this is gonna be payback."

"Hey!" Liam looked to see Makoto glaring up at him, "Lemme tell ya somethin', Liam the now-Humungosaur! You leave them alone! Other wise, your stomach's gonna be chewing something bigger than its eye could check!"

"That...bukaw...that didn't make any sense."

"...I KNOW!" Makoto roared as she tackled him.

"BUKAW! OH! THE PAIN! WHY!?" he cried as everyone cringed.

"Is...is that a female Apopplexian on that...time of the month?!" Bubble Helmet panicked.

"Maybe...or she's just really pissed off," Ragna bluntly stated.

"...PFFT!" Bubble Helmet laughed upon seeing Ragna, "Oh...oh, this is great! The Grim Reaper's a little bug!"

"When I get back to normal, you're gonna regret it, you damn ape!"

"Make him regret it now!" The Worst shouted, "Use your sticky balls!"

"Wha...how?!"

"Just think kaboom after you kick them away!" he explained.

"Oh this is just…" Ragna grunted as he hacked up a sticky ball before standing on his back legs and kicking it letting it smoosh onto Bubble Helmet's face...and then explode sending him flying back, "That worked…"

"Doi! You're one of my useful aliens!" The Worst reminded, "Stop fighting like your old self. You're not you, so be the aliens you are!"

"But...how do we...?" Rook began.

"You're Upchuck...be Upchuck! Eat something!" he pointed at a pile of large rubble.

Rook blinked before he felt a rumble in his stomach...and the Gourmand instincts took over as he jumped into the pile and began eating. After eating enough to make his stomach bulge out, it began rumbling again.

"Now Upchuck it!"

Rook began spitting green energy balls which hit Bubble Helmet and Fistina, making them back away from each explosion. Ragna spit up another sticky ball as he rolled it around, making it bigger before kicking it into the two sending them flying back as it exploded on contact.

"For such little aliens...they are amazingly powerful," Tsubaki spoke.

"Tsubaki, your turn. Let your snout open and howl! Howl as loud as you can!" The Worst ordered.

"Right right…" Tsubaki nodded, taking a few deep breaths as she mentally prepared herself for it. She took in one deep breath as her snout open, the half-Loboan then began letting out a loud howl that let out sonic sound waves that hit the escaped prisoners.

"R-retreat! Bukaw!" Liam cried as he covered his new black eye and ran for the hole they made.

"IF I COME DOWN THERE, YOU BETTER BE IN YOUR CELLS!" Makoto roared.

Rook burped up a final shot just as Ragna rolled in an exceptionally large ball in...letting them both explode as a loud chicken gobble was heard from below.

"Noel, I need you to freeze up the hole so they don't climb back out," The Worst ordered.

"Right...how do I to that?" she asked.

"Makoto...make her sneeze," The Worst sighed.

"Got it," Makoto replied as her tail started tickling Noel's nose, "Lemme tell you somethin', tail that's not big and fluffy as I like. _You're not as big and fluffy as I like_! But you'll do for making her sneeze!"

"?!" Noel tensed as she felt another sneeze coming on, "...ah….ah…." Makoto hefted her up and aimed her face at the hole, "..._ACHOO_!" a blast of icy winds shot out and froze over the hole, "...e-excuse me…"

"Wow...we actually did it…" Ragna gawked, "No wonder you love these things!"

"Yeah, you guys got useful aliens…" The Worst sighed, "I'm stuck...as this thing…"

"We could try to speed up the reboot process," Driba offered.

"Please do…I'm afraid the other criminals down below got transformed as well."

"Alright, give us some room to work!" Driba said, swinging his hands to shoo the others away, "Unless you'd like to get zapped into yet another alien."

"Yeah fuck that. I'm sticking with the guy that can make giant grenades." Ragna shook his head before jumping away.

"I...I rather like being a Yuki Mothra…" Noel added.

"Let her have that moniker for now," Tsubaki whispered when she saw Blukic open his mouth.

"I will be gathering a team to head down there," Rook informed, "We need to keep those rooms safe until we can get the prisoners back in their cells."

"I'm going, too," The Worst informed, "Um...once they get my Omnitrix on a faster reboot."

"Ben, you will not be useful in your current state," Rook argued.

"Were you or any of us until he began barking orders?" Ragna countered, "Face it, Greenhorn...he's a better leader then you and knows the weaknesses of their forms. If you don't take him, your team is as good as done for. And you won't have a cheat sheet for how the new body of yours works."

"He has a point," Tsubaki sighed.

* * *

Back down in the prison levels, the elevator dinged as the three mutated escapees found Psyphon working at a console. Liam swung his arm out the moment he spotted him, smacking him into a wall.

"A-bugawk-and where were you while we were getting out behinds handed to us!?" Liam complained.

"I was busy being the smartest person in the room. Then again, what else is new?" Psyphon replied, standing up before he shot a blast of fire that made the three back away, "Now don't forget who is the master here lackeys! I knew your attempt at escape would fail, Tennyson's team is still up their, and these are his forms...he knows their strengths and weaknesses."

"We could've escaped if you helped!"

"But...I didn't need to escape with you...you see that was all just a diversion as I...took care of some business down here." he laughed, "I was busy making a real escape." he smiled turning on a machine as a portal to a different world appeared above them.

"The Null void!?" Bubble Helmet shouted, "NO! No way! I ain't going back in there!"

"Who said anything about going in there?" Psyphon smiled darkly.

* * *

=Attention, Plumbers= a voice echoed on the PA.

"Huh...That sounded like…" Rook began as multiple screens displayed Psyphon's transformed headshot on them, "Is that...Psyphon?"

"Meep," Noel squeaked, phasing through Makoto and hiding behind her.

"Lemme tell ya somethin', Noel Vermillion; that was cold," Makoto whispered in annoyance.

"He's become half Pyronite," Tsubaki realized.

"He actually looks kinda cool." Ragna and The Worst said at the same time.

"Jinx! You owe me a smoothie!" The Worst declared.

"Really…?" Ragna sighed.

"Sorry...couldn't resist."

"I know who you are, Psyphon," Max informed, "And we won't give in to your demands!"

=Tsk-tsk… You realize we control the lower deck of this base?=

"That won't help you. The only way out is through us, and that's never going to happen. Return to your cells immediately!"

=I...think not= Psyphon replied =I've connected the base's power core directly to the Null Void gate!= he revealed before showing the gate =The gate has been set to overload=

"That don't sound good…" The Worst groaned.

=If the gate were to overload, Bellwood...Undertown...everything...and _everyone_, will be trapped...in the Null Void!=

"You're bluffing Psyphon!" Max quickly replied.

=One prison is the same as any other to us! But...what of the poor helpless people you swore to protect? How long shall they all fair in a harsh dimension like the Null Void...and what will the world think of you Plumbers...who let it happen?= he let them realize how serious he was =MwaHAHAHAHAHAHA!= he cackled, realizing they saw the point of his threat.

* * *

"Hmm...Multi-joint first?" Blukic suggested as he walked up to The Worst, carrying a device resembling a piece of chewing gum with blue string sticking out of it.

He opened the emblem on The Worst's belly button and put the 'gum' into it. The 'string' connected to ports in it before Blukic closed it. The Omnitrix beeped before The Worst changed into a blue-skinned fairy-like Alien with tiny wings on its back, purple markings on its cheeks and chin, big green eyes, and blue hair pointing up into the air. It wore a green and black 'dress' and white gloves.

"AH!" Noel gasped as she scooped up the new form in her arms and hugged it, "Kawaii!"

"That's a Nemuina," Blukic explained, "They can enter and control a person's dreams."

"Well...not useless…I'll call it Pesky Dust," the new form purred in a very high pitched effeminate voice.

"...Kawaii!" Noel squeed, tightening her hug and causing some dust to fall off him.

"New one please!" Pesky Dust pleaded.

"Down," Driba ordered as Noel pouted and put him down.

"The prisoners have sealed off the maintenance tunnels," Rook informed as he walked over with a group of smaller Plumbers, "We will be taking the vents."

"I'm coming," Pesky Dust informed.

Blukic opened up the Omnitrix symbol on his chest. He pulled out a silver and green coin-shaped circuit board and put it over the Multi-joint. He closed it and Pesky Dust was replaced with an orange mole-like alien in a black and green bodysuit that covered all but his face and arms, white gloves, and a bushy yellow mustache with his emblem on his new belt.

"Well, I do say...This is new," the alien noted in a British accent in a well-mannered voice.

"Why are there two Jerry's?" Tsubaki asked, walking over.

"Lady Yayoi, 'tis I, Ben," the new alien informed, "Jerry is beside me." a similar alien looking like him in Pumber's uniform waved, "Though might I trouble you with asking what it is this form is capable of, Jerry?"

"Not a bother at all, my good sir," Jerry replied before his mustache stretched into a pair of fists and then let him hover as they shaped into a propeller.

"I dare say that I think this is a good one…" he realized, "I shall dub this form...Mole-Stache!"

"Hey, look at that he might be more useful than you now, Rook!" Makoto laughed.

"Says the one who can't fit into the vents," Driba noted.

"Rrrr...Leme tell ya somethin', Driba of the Galvans! Makoto is gonna come up there and use you as a chew toy!" Makoto snarled before Tsubaki held up a chestnut parfait, "But first, Makoto is gonna eat a parfait!"

"Ulp...Better go quicker!" Driba panicked, grabbing a chip resembling a green ship's steering wheel and put it into the Omnitrix, turning Mole-Stache into a blue fish-like alien with tiny legs and arm-like fins wearing a bandolier sporting the Omnitrix on it, "Oh, a Walkatrout. ...I do believe you named the wrong form 'The Worst.'"

"Can this guy do anything?" Walkatrout asked.

"You...are a fish...with legs," Driba pointed out, "On land."

"So...I can breath underwater?" he pointed out.

"Yes…"

"Sounds better then being an indestructible blob that still feel pain! Gonna call it Walkatrout."

"But that's…"

"Too annoyed to think of anything better," Walkatrout replied, "But...for the sake of my sanity...anything else you can try?" Blukic pulled out a tiny wrench and smacked the Omnitrix as he flashed to Greymatter, "At least I'm smart. I'll take it."

"Now we have another egghead," Ragna complained.

"Our heads are not eggs, Insectoid," all three Galvans hissed.

"Give us updates when you can," Tsubaki advised as she opened a nearby vent.

"We…" Rook began.

"Affirmative. Come along, team," Greymatter cut him off as he walked ahead.

"Where are you going?" Rook asked.

"Well obviously myself, Driba, and Blukic shall take charge. Being the smartest of the team, we can deactivate the core faster. Furthermore, those are my alien forms and you still can't even control your Upchuck powers," Greymatter began as he poked Rook's belly, making him burp up a glob of acid, "See…?"

"That does not prove anything…" he groaned, holding his stomach.

"No, but it does prove that as Greymatter I am the smartest among us now," he smirked, "Though I can't shake a funny suspicion that I'm forgetting something."

"What? Like a highly dangerous criminal locked far below this place?" Ragna snarked.

"Noel, I require that flame retardant foam," Greymatter informed as he pointed at an extinguisher, "I've been hit with that enough times when I was 10 to know how effective it is at extinguishing a Pyronite's flames."

"Anything else?"

"We need magnetic disruptors, insulating foam grenades, and high yield stun rifles to stun Liam," he listed, "Also? Some snacks for Rook. I find that metal and concrete makes for the more explosive blasts."

"...Let us just go…"

"As you wish."

"You know Rook is probably gonna eat Ben down there..." Makoto muttered as they went down the shaft.

"Probably," Tsubaki replied.

* * *

"You know while small...these air vents are still rather...roomy." Greymatter muttered as he as they repelled down some rope.

"Yeah...a skinny bastard could climb out through here." Ragna spoke just walking along the wall of the vent shaft, "So what do we do once we get to the bottom?"

"Simple really. The power core is on the bottom level. Once it's shut down, the Null Void Gate can't overload."

"...Meaning once the bad guys come in to see what's wrong, we rush 'em," Ragna smirked, "Good...I've been meaning to give pencil neck another beating."

"Yes with any luck we can detain them long enough for the others to bust down a door or two and get down here to help." Greymatter spoke.

* * *

"RAH!" Makoto roared, punching down a reinforced door, "NEXT!" she cheered running on all four and landing a drop kick to another.

"Repair team is not gonna like this…" Max sighed.

"But effective. We'd never get through without Makoto's new doubled strength." Tsubaki spoke as the rest of the taller humanoid Plumbers walked through the destruction.

"Hai. Demo…" Noel began as a loud crunching noise was heard, "She could've toned down a bit…"

"Owie…" Makoto cried, laying on the last door with a giant bump on her noggin.

"...Honestly Makoto…" Tsubaki sighed as she facepalmed.

* * *

"We are here," Rook spoke as a grate opened, letting the team of tiny Plumbers and one Ragna jump into the control room.

"...That's a big core," Ragna noted, looking up at the large engine floating in the center of the room.

"Stations six and nine...go," Rook ordered.

"You keep talking like that, and I'm out," Ragna frowned, walking past him.

"We'll get to work shutting it down," Greymatter spoke as he, Driba, and Blukic began working.

Greymatter then brought out a collapsable stick and smacked both their hands before pointing at what they really needed to do. After a few minutes of silence and quick work, the lights went out as the core began to slow down.

"...We have completed phase one," Rook whispered.

"This was phase one?" Ragna blinked

"Wait for it…" Greymatter held a finger up.

"Huh?" Ragna raised a brow before something began to weld a circle into the wall. A moment of silence passed as the circle fell, revealing Psyphon and his goons standing there, "Oh...you cheeky bastard. You knew they'd come in here!"

"But of course."

"Well did you also…"

"The secondary security field!" Getymatter cut Psyphon off, "A very weak forcefield around the base meant to discourage jailbreaks. Yes...you almost would have gotten away with it...if I hadn't figured it out and instead just sent all the energy to that field. Yes, this isn't a shut down...we just sent all the energy to that one field until the reactor powers back up."

"...I'm going to cook every last one of you!" Psyphon screamed, shooting crimson fire from his hands, forcing the Tiny Plumbers to scatter, "...Don't just stand there, you idiots! Get them!"

"Yes Boss!" Bubble Helmet yelped as he and his fellow goons charged.

"You vermin are gonna rue the day you…!" Psyphon began before he noticed Ragna, "...Please tell me that's who I think it is."

"Bwak! It is, boss!" Liam answered as he tried smashing a few of the tiny Plumber Agents, only to be poked in the eyes by Jerry's mustache via them shaping into fingers to poke.

"...I am going to enjoy this immensely…"

"Boo!" he cackled, making Psyphon scream and fall over, "Where's your bravado now, pencil neck!?"

"It's Psyphon, you foul-mouthed barbarian!"

"Ladies and Gentlemen...take them down!" Greymatter shouted as the Plumbers all pulled out blasters scaled to their size and began shooting forcing, causing Psyphon and his goons to scatter.

Bubble Helmet grunted as he jumped over a console and into the center of three Plumbr agents. He proceeded with raising his arms up as he began to charge up electricity.

"He can't attack if he's insulated!" Greymatter shouted to one of the agents, prompting one of them to toss out a small grenade at Bubble Helmet. Instead of an explosion, however, the mutated prisoner was covered in a heavy layer of foam, "Trust me when I say this, that'll take a while to get out."

"Grr…" Bubble Helmet gave a muffled groan at that.

"The magnetic disruptors for the Mechamoprh girl!" Greymatter called out as Fistina was surrounded by Blukic and Driba who used two small EMP generators, the magnetic field generated by the devices causing her to lose control of her body as it spasmed around wildly, "That hurts, trust me. It's like nails on a chalkboard...while pulling a muscle.."

"Kid, look out!"

"Huh?" Greymatter blinked before Liam grabbed him from behind.

"Gotcha!" Liam shouted before a glob of explosive slime hit him on the back of the head, "Bukaw!"

"Hey over here!" Rook waved as Ragna kicked a sticky ball which exploded on contact with Liam's face.

"Ha! And I ain't ever even played soccer!" Ragna laughed.

"It is pronou-" Rook began.

"I know what I said!" Ragna barked before he and Rook jumped out of the way of Psyphon's fire.

"You all have been a thorn in my side for too long!" Psyphon growled.

"92…" Ragna counted.

"I am going to enjoy burning our carcases once I am done with you!"

"153…"

"I…!" Psyphon began before raising a brow, "...What are you…"

"No no. Go ahead."

"...And...I will take great satisfaction once I have ended you, Grim Reaper!" Psyphon continued.

"Heh...wow. 355."

"I w-OKAY! THAT'S IT! What are you doing?!" Psyphon snapped, pointing at Ragna as his flames flared up in anger.

"I am rather lost as well…" Rook admitted, "Why are you saying numbers at random?"

"Oh that? I've been hunted by so many types of bounty hunters and rogue vigilanties, I've more or less made a list of how many times I've heard certain lines," Ragna shrugged.

"...You...you are insane," Psyphon uttered in disbelief, unaware of Blukic and Driba heading towards Greymatter.

"190."

"Ugh...any ideas?" Greymatter asked his fellow Galvan as they held up a new circuit piece, "Well why didn't you say so sooner?" he turned around and tapped the Omnitrix, opening it.

"What ya doing over here?" Liam asked, appearing over them. He moved to punch, only for the door to fly off the wall and smack him.

"Okay...that's….the...lasst….doooorrr…" Makoto slurred as she fell over.

"Uh-oh…" Bubble Helmet muttered, seeing the Plumbers' backup arrive.

"Come on now!" Greymatter hurried his fellow Galvan as they opened the Omnitrix and the last piece locked into place lighting up the circuitry inside. Greymatter then grunted when Liam grabbed and slammed him into a wall.

"Got ya, Tennyson!" he cheered before a green surge of energy flew from him, reverting all who were mutated back to normal.

"Yes!" Rook cheered, standing at his normal height once more.

Psyphon gawked as Ragna reverted to normal with a smirk. At the same time, he lost his Pyronite powers, leaving him in his original state.

"No! NO!" he shouted.

"Oh finally…" Tsubaki sighed as she and Noel returned to normal.

"Lemme tell you some-" Makoto stopped mid speech as she returned to normal, "Why do I feel...so happy, yet so stupid…?"

"Don't worry. No one recorded anything," Noel offered a bright side.

"Oh phew…"

"I did it!" Blukic and Driba declared before glaring at one another, "You did it?! It was me! No! It wa-stop that!"

Liam squawked in confusion, returning to his original form, the electrical feed passing through him on its way back to being absorbed into Ben's Omnitrix as he reverted to normal. The watch flashed yellow for a second as he landed on his feet.

"Uh-Oh…" Liam noticed the same look in Ben's eyes when he normally transformed into something to fight him.

"Uh-oh is right, Chicken little!" Ben cheered turning on the Omnitrix and cycling to a new symbol, which he quickly slapped.

The green wave washed over him as he grew taller and more muscular. Brown feathers formed along his torso as scales covered his forearms and lower legs. Sharp talons formed on his fingers and toes with a pair of black scythe-like blades extending from his elbows. A hawk-like beak formed on his face with a mohawk of white feathers forming a plumage above his head. A green mask formed and framed his face as his green eyes glared down at Liam. Green bands formed around his arms and legs as a pair of black briefs covered his waist with a green and white belt around it. The Omnitrix formed in his chest connected to two straps around his shoulders.

"Omnitrix is fixed," the new form grinned, "And thanks to you...I got me a new alien."

Liam, not impressed with Ben becoming his race, merely punched at his new form only for his arm to be blocked...and the new alien to swing his right leg up and kick him along the left side of his face, sending him skidding back across the metal floor.

"Whoo…" Makoto gave a slow whistle at that, "He got some good distance there with that kick."

"...He almost looks like a chicken hawk," Noel noted.

"Think I'm gonna name this guy...Kickin Hawk!" he cheered as he took a punch from Liam, his grunt of pain being a hawk-like screech. He let another punch hit him before he smirked.

Kickin Hawk leaned back from the third punch and kicked his leg out, grabbing Liam's outstretched arm with his talong and making him cluck in pain. Kickin Hawk then jumped and balanced himself on Liam's arm before he stretched out his other leg and struck Liam's face, his talons scratching him and making him stumble back while holding his face. Liam clucked as he rushed, only for Kickin Hawk to lean back and kick both his legs out, striking him in his stomach. Liam shook his head 'no' at the grin on Kickin Hawk's face. Sadly, he did not receive the hero's mercy as he was launched high into the air, slamming into the ceiling before falling back down.

"Haha!" Kickin Hawk cheered as he swung his leg and kicked Liam into the generator, shocking him, his enemy fell beak first into a computer as he groaned in pain, "And that, my friends...is how you make the feathers fly!" Kickin Hawk smirked before putting his hands on his hips as he leaned forward, "Whoo!"

Psyphon tried to crawl away, only to stop as Ragna stomped his foot in his path. A mechanical whir made him slowly look at in time to see Ragna had his scythe deployed.

"Now…" Ragna began with a smirk, cracking his knuckles as he towered over Psyphon, "Do I need to restate my threat to you?"

"..." Psyphon's eyes shrank down in fear before looking back at the Plumber agents, "I'd like to be taken back to my cell, please."

"Oh...don't worry. We got a new one for you and your friends." Max smiled, "Hope you don't mind bunk mates."

"...Bunk….mates?" Psyphon repeated, not liking the sound of that.

"Take them to the Megamax cells," Max stated simply.

* * *

Psyphon and his goons were soon walked into a different prison level, one with little to no light. They were led into a large cell for multiple people at once. The four muttered amongst themselves...it didn't seem all that bad so far to them.

"Psyphon…." a deep raspy voice spoke from across their cell, making the leader of them freeze up. They all looked up as tentacles slithered about before returning to place as a tall figure stomped forward, "It is good to see my old servant once again." he spoke as he towered over all four of them in stature, red eyes glaring down as some sort of breathing mask covered the rest of his face, "How it warms my cold blood to see an old face."

"...L...Lord….Vilgax…" Psyphon whispered.

"3 months...4 weeks...9 days...14 hours...and 10 minutes…" he spoke, flexing his arms as they began swelling, "And in that time, I hear you amassed power...men...arms...so tell me, Psyphon...why did you not free me?"

"...Um...well...I...u...y-you see, my lord…" Psyphon began to stutter in fear as his three goons pounded on the cell door, pleading to be let out, "I uh...I was just...um..looking for the right time to..um...figure out a brilliant strategy to free you and...and…" he gulped nervously as the figure lowered itself down to look him directly in the face.

"And….what?"

"Well you see, my lord...my plan almost worked had Tennyson and his team not ruined it…" he quickly said.

"Team, you say?" he spoke standing up, "What of his cousin and the Osmosian?"

"Gone…"

"Hmm..." he spoke, "You do well to obey, Psyphon...but par the course, I must do all the thinking..._again_."

"...O...of course, milord…" Psyphon nodded as he bowed, "We...are at your beck and call."

"WE'RE NOT WITH HIM!= Liam, Fistina, and Bubble Helmet screamed in pure fear.

"Silence…" Vilgax growled, making the three stand at attention, "Psyphon...when you escape again, like the unkillable worm that you are...I have a request for you to carry out."

"Anything you wish My Lord…" he bowed again.

"Put out a hit…on _me_."

"Wh-what?" Psyphon's eyes widened at that.

"Hehehe…" he chuckled faintly, "Oh, don't you worry, Psyphon...all you need to do is put the hit out...and I...will free myself from there. In two months time, the Plumbers shall move me to a new prison...one meant just for me. That will be their moment." he explained, "And Psyphon."

"Yes Lord Vilgax?"

"Don't ruin my plan…" he growled, his eyes glowing ominously.

"...U-understood...my master."

* * *

"Good work, fellas. You really saved our bacon," Max applauded as he and Rook sat with the girls at a control station for the training room.

"I suppose we were lucky that we had such an advantage in the form of Ben's knowledge of his alien forms," Rook smiled.

"I never want to be Rath again…" Makoto groaned, nursing the bump on her head, "How does Ben do it?"

"It was...rather difficult to adapt to such a different form. Especially the mouth..." Tsubaki added.

"I think I was starting to get use to it," Noel smiled.

=I wasn't!= Ragna's voice shouted, as they turned to see his match with Kickin Hawk =I was basically a goddamn Pokemon, damn it!=

=Hey. Least you weren't repeating your name over and over!= Kicken Hawk quipped with a laugh as he kicked at Ragna.

=Oh, what? Like you don't have a giant tree form that can only say 'I am Groot' or whatever you'd call it?= Ragna countered as he ducked under the kick.

=Still got a million or so aliens to find out!= Kickin Hawk spoke as he grabbed Ragna's sword with his foot =But I think I only need this one for this spar!= he spoke, balancing on the sword and kicking Ragna, sending him flying across the training room.

=You wouldn't be saying that if you were sparring with my master!=

=Talkin' cat?=

=Y...wait. How the hell do you know...?=

=Honestly, I figured it'd be something weird like that. You and I seem to have the same levels of weirdness in our lives=

=Oh yeah? Probably not as weird as the time I accidentally started a bar fight because I ate this jackass' steak=

=Ha! You think that's weird?! I fought a guy who wore cockroaches as armor!=

=I have to constantly deal with a vampire and her familiars, the former seemingly loving to torment me every chance I get!=

=So? That doesn't...=

=She once stuck these special glasses on me that caused every woman in the city to fall in love with me and chase after me=

"Hey...I remember something like that…" Makoto sat up.

=Uh-oh…= Ragna realized.

"I...think I recall that, too…" Noel added.

=Gh?!=

'Strange...I don't recall, yet...I do for some odd reason…" Tsubaki added.

=Uh…I just remembered! I need to help Tora out with something in Undertown! See ya later, kid!=

=Huh? Hey...hey! Come back here, man!= Kickin' Hawk shouted =...What a gype! I got hyped for nothing…=

"That kid has a sharp sense of danger," Max chuckled.

* * *

=You had Tennyson and the Omnitrix in your claws, and you didn't end him!?= Malware roared at Psychobos who was standing near a knocked-out Crabdozer.

"Tennyson is nothing," Psychobos stated as he placed the Nemetrix back on Crabdozer's collar, the 'fangs' of it becoming more detailed as it displayed a number obscured by Psychobos' larger claw, "Azmuth is our enemy. With our p-perfected Nemetrix, we do not need his inferior toy. Azmuth will pay for his hubris...and I use the term l-loosely."

=Yes...yes, he will pay!= Malware laughed with Psychobos.

Khyber patted his dog's head as she returned to normal finally, panting from exhaustion from all the transforming and battling her master and his ally. The two just watched as the two began laughing maniacally, which went on for a while. It was the least of his concerns at the moment. All he cared for was obtaining his sought after trophies from Ben Tennyson and his team...and he would not rest until he finally got them.

* * *

_SZ: Hoo..this was a blast of a chapter._

_Z0: It took us a minute to figure what to mutate Tsubaki into, but TsuWolf seems like a good pick. Makoto came up with it. _

_SZ: Yup. Gt would say something, but he's still busy with his secret project._

_Z0: I'm not liking the sound of it...but eh it'll be out problem for next time. _

_SZ: Hai...so read and review folks! Onto the next chapter!_


	11. Many Happy Returns

_SZ: Hey guy. We're back with another chapter o-okay! *turns towards GT*What are you working on, GT?!_

_GT: *pokes head out* Eh, new story and a new type of explosion._

_SZ:Oh..cool on the new st-wait…..what type of explosives….?_

_GT: I said explosion, not explosive. Trying to make it sound 'KA-fwump-a-fwish-krack.'_

_SZ: Oh…know what nevermind. We…*looks at latest review by Ages of Ages*... *takes a deep breath*listen...and listen...close Ages of Ages...or Age...whatever you call yourself since you've been overly critical since this story began.. Alternate...UNIVERSE!_

_GT: Like SZ said. Ben 10 has a multiverse. There's good Bens, bad Bens, a zombie Ben...We aren't dealing with Prime Ben in this story. This Ben Tennyson and his universe are what we will call the GSE Universe or Timeline if you prefer, where Gwen is a year older than Prime Gwen was._

_SZ: Thank you...We don't own anything aside from original content, so...begin story!_

_GT: Right. Oh, and I already set it off._

_SZ: Wait wh-_

_***KA-FWUMP-A-FWISH-KRACK!***_

* * *

Normally at night in a city, one would assume peace, quiet and tranquility ass the stars shine in the night sky. However...this was not the case most of the time in Bellwood as the sounds of sirens filled the air. Firefighters were mobilized, doing their best in trying to deal with a fire blazing through a two-story home. A crowd had gathered, watching the firefighters try to fight the flames as one firefighter was helping a bald-headed man with a bushy mustache get to an ambulance, a blanket over his shoulders as he coughed.

"...Madison? Where's Madison?" the man asked as he looked back at the burning building.

"Daddy!" a young girl's voice screamed from the building.

"Madison!" the man called as the firefighter held him back as he broke into another coughing fit, "My daughter's in there!"

Almost as if on cue, the front entrance to the house finally collapsed, bringing up more flames, heat, and smoke into the air. The firefighters moved back from the sudden burst of flames as the one holding the man shielded him. Once it died down, they looked to see the back of an older teen before them, donned in a black and green shirt and baggy brown pants.

"Ben 10…"

"I got this, sir. XLR8 will have her out in a jiffy," Ben assured, activating his Omnitrix as he slammed down on the dial. Instead of XLR8 however...he ended up as Rath, "...Let me tell ya somethin' new Omnitrix; Even Rath thinks this isn't a job for Rath!" he pointed at the man, "And you! Stop worrying!"

"Gh!"

"Now...Rath is gonna…" Rath began before Makoto hopped over him and into the burning building, making sure to get through a blast of hose water, "What the?! Rath told you to stay back, Makoto Nanaya!"

"You need back up!" Makoto shouted, "I'll check upstairs! You take the bottom! ...oh and try not to get into a fight with the fire!"

"Rath is not gonna get in a fight with the fire!" Rath argued as he rushed in, "Hello~! Tiny Girl with a worried dad~!" he called out before some embers landed on his face, "...YOU WANT A PIECE OF RATH, FIRE!? YOU GOT IT!" he snapped as he ended up punching himself in the face, knocking himself over.

"Called it," Makoto deadpanned, hearing the shout and punch downstairs from her spot upstairs, "Hey! Madison! Hello! Please, shout as loud as you can if you can hear me!"

A loud cry caught her attention, prompting the Beastkin to look at a nearby door. Inside, a young girl was shaking, sitting between her bed and nightstand as she tried to stay away from the fire. Makoto frowned before adopting a confident smirk. The girl yelped as the door fell over from Makoto's punch.

"Hey, kiddo!" Makoto greeted as she entered and scooped her up, "Madison, right? Makoto Nanaya, at your service."

"...y-" Madison began before noticing a piece of burning debris falling right towards them, "Look out!"

Makoto jumped back, avoiding the burning debris, "Whoa there! Some hot stuff in here, am I right?" she looked around before spotting a doll in a cat costume and picked it up, "This yours?"

"Dolly!" she gasped, hugging it.

"Alrighty, now we're gonna get out of here and to your daddy, okay? You gotta be a brave girl and just hold on to me and not let go of me or your dolly," Makoto spoke as gentle as she could in the current situation, "Can you do that, Madison?"

"...O...okay, miss. I'll try."

"Atta girl," Makoto smiled softly as she rushed out of the room, holding onto Madison, _'Really glad I made sure to soak myself before going in here. It's nearly as bad as the Kraaho village in Undertown.'_

"Gah~! Little girl, where are you?!" Rath shouted from downstairs, "Rath's running out of floor!"

"Hey! Found her!" Makoto called, causing Rath to look up in time for Makoto to land in his arms with the girl and her dolly, "Aw, such a gentle-cat."

"Seriously?" Rath deadpanned.

"Kitty!" Madison awed.

"Kitty? _Kitty_?!" Rath exclaimed in disbelief, "Lemme tell ya somethin', near-sighted little girl with a worried dad. Rath is…" a burning beam fell beside him, "...is taking you outside now!"

"Please do," Makoto deadpanned, pulling her tail over Madison for extra protection as Rath rushed towards the entrance, "How you holdin', Madison?"

"I'm okay," Madison replied, hugging her dolly closer before looking up at Rath and then whispered to Makoto, "I like the crab one better."

"Ah, a girl who likes smarts."

"D'oh…" Rath groaned at that before charging through the burning debris, landing outside the burning building as he skidded to a halt.

"One Madison, hold the death," Makoto informed as she hopped out of Rath's arms and gently put Madison down by her father, "Your daughter was a very brave girl for us, sir."

"Oh thank you…" the man sighed in relief as he hugged his daughter, "Madison, I was so worried."

"Daddy!" Madison cried, returning the hug.

"Not too bad, eh?" Makoto smirked at Rath.

"Whatever," Rath replied before their ears twitched and looked at the building to see the second floor's front half of it start falling towards them, "Aw…"

"...nuts," Makoto finished before a pink dome covered them, letting the debris bounce off it, "Eh?"

"Huh?" Rath blinked as the dome vanished, "Hey...who…?"

"Hey, Ben."

"?!" Rath tensed as he looked over to see a pair of familiar figures.

The first figure was a young man around eighteen years of age with long black hair reaching down to a few inches down his back. He wore a white long-sleeved shirt with the ends frayed under a frayed black T-shirt with the sleeves torn off, ripped jeans, and a silver necklace with a keyhole lock on it with an '1' carved into the spot beside the keyhole to make it look like an '11.' The other was a young woman around the same age as the guy with her long orange hair pulled back into a ponytail reaching down just a few inches down her back. She wore a dark-blue skirt, white stockings reaching her knees, dark-blue shoes, and a sky-blue button shirt under a blue vest.

"Miss us?"

"Kevin?! Gwen?!" Rath gawked.

"Huh...so this is them," Makoto noted before Rath stomped up to the two.

"Grr...Lemme tell ya somethin' Kevin E. Levin and Gwen Tennyson, former team-mates back from college: You show up out of nowhere in Rath's town and save Rath and his apprentice?! Nobody saves Rath! Rath saves himself!"

"Says the tiger who punched himself in an attempt to fight the fire," Makoto deadpanned.

"Zip it! Rath does not need any of your sass, Makoto Nanaya!"

"Wow. Thought your gramps was kidding on the ears and tail," Kevin noted.

"Huh?" Rath blinked at that as he changed back into Ben, "How do you…?"

"We called ahead that we were coming to visit," Gwen explained, "Grandpa Max filled us in on everything you've been up to since we were gone."

"That and he wanted us to be the ones to tell ya to stop using the Plumbers for your tab for your 'Misery Smoothies' and 'Depressed Chili Fries'," Kevin joked.

"What? I eat when I'm depressed," Ben snorted before smiling while putting an arm over their shoulders, "Great to have ya back."

"Aw~ Family reunion," Makoto smiled.

* * *

"So you're staying here now?" Kevin asked as he parked his black and green car outside of the house.

"Yeah. Meant to keep the new team together in one place," Ben replied, "Manny and the other Plumber Kids used to stay here before they got assignments on other worlds."

"Was wondering where they were staying," Kevin noted before noticing Ben's car with the front caved in still, "Dude! What happened?!"

"That was me," Makoto sheepishly replied, raising her hand, "Harangue ticked me off and I didn't want to break anything in Ben's house."

"...Yeesh. What did he say?"

"Just something really racist towards Beastkin," Makoto answered before muttering, "Darn racist jerk…"

"Most people tend to take his words with a grain of salt," Gwen noted, patting her shoulder, "Still, thanks for looking out for Ben. I know he's a hassle at times, but you have to admit he's a good guy at heart."

"...Yeah. He is," Makoto nodded, "Thick headed at times, but yeah...he's a good guy, and a great friend… Just wish he'd do something about that 'foot in mouth syndrome' of his."

"That's not a legit thing!" Ben argured.

"Yes it is, especially while you're Rath!" Makoto countered with a laugh.

"...I like her. She's sassy as heck," Kevin smirked, "Though really? She did that to the car?"

"One punch," Ben confirmed before sniffing the air, "Ulp. Uh, Makoto? Was today Noel's day off?"

"Yeah. W..." Makoto began before she sniffed the air a bit, causing her to pale as her ears drooped, "Oh chestnuts."

"...Dude, I feel like we're missing some context here," Kevin spoke as he looked at Ben, "What's got you and…?"

"Oh! Ben, Makoto! You're back!" Noel beamed as she opened the door, wearing a white apron over a baby-blue shirt and black skirt as she held a tray of...something before coming over, "I just finished making some sweet and sour cookies!"

"..." Kevin took one look at the tray and raised a brow, "...How does she know how to cook Atrocian Biscuits? You need to be in the middle of a cesspool to bake them just right."

"Apparently, she's a natural," Ben replied.

"All it takes for her is cookie mix, lemons, limes...and sugar. Lots and lots of sugar and lime juice," Makoto added.

"Seriously?"

"You should see her mousse. Apparently Petrosapiens love it," Ben spoke.

"Hm? Oh, we have guests?" Noel asked.

"Yep. Gwen, Kevin, this is Noel Vermillion, my third apprentice," Ben introduced, "Noel, these are my cousin Gwen and my friend/her boyfriend Kevin."

"Oh! G-greetings," Noel bowed a bit, "It's nice to finally meet you both…though if I had known we were gonna have guest, I would've made more."

'_...The one time I REALLY wished Mai was here…' _Makoto thought, "...So uh...Gwen. Ben told me you're in college. How's that treating ya?"

"Ugh. Exactly like saving the universe, only replace an intergalactic warlord with a pompous history professor," Gwen groaned before shaking her head, "Forget her. I'm on Spring Break, and Kevin took a week off from work t-"

"Woah woah woah! Stop right there!" Ben exclaimed as he held his hands up, "Kevin...has a _job_?!"

"My own garage," Kevin shrugged with a smirk, "Got my own cot and everything."

"Like a 'job' job?" Ben asked in disbelief.

"Uh...yeah…" Kevin replied.

"The man who once sold my hero services...to our enemies...has a Job." Ben stated.

"You use to be a special kinda slimey back then, huh?" Makoto smirked.

"Oh it has been a process to fix him." Gwen chuckled in agreement, "So many angry looks and talks."

"Ah. Well now you got him whipped at least." Makoto added.

"Hey!" Kevin complained.

"Dude...your whipped…" Ben stated before Kevin wrapped his arm around his neck tightly, "Gah! Uncle uncle!"

"Not so funny now, huh Tennyson?" Kevin grinned before whispering into his ear, "I need you to hide me."

"Hide you?" he whispered back as the girls talked, "Why...from Gwen? Has college had that much of an effect on her?"

"Well she contemplated a new look, but a friend of hers talked her out of it." Kevin muttered, "But not the point, and not from Gwen."

"Then from…." he stopped hearing the dull sound of a spaceship engine above them, "Makoto...is their an alien ship over us?!"

"Yep…" she spoke.

"And is it about to fire?"

"...Noellie?"

"H-hai," Noel squeaked.

"...out of the car!" Ben yelled as the four quickly got out just as a missile hit it.

"AH! My Ride! What is it with this town!?" Kevin cried.

"We're fine too!" Gwen pointed to herself and the others.

"I just repainted her…" Kevin whined.

"Ugh…" Gwen sighed before she formed a barrier blocking several laser shots aimed at them, "And here I thought I was homesick!"

"I put up the house forcefield!" Noel spoke, rolling over to their side, "Ah...the cookies…" she realized she dropped them.

"Later!" Ben exclaimed, turning on the Omnitrix.

They all looked up at the small black ship with golden exhaust piping as a blasted extended from its nose. It charged up another shot only to be knocked away by the Proto-TRUK as it landed in front of them.

"Get in!" Rook shouted.

"Shotgun!" Makoto and Kevin shouted at the same time, only for Kevin to give as Makoto raised her fist.

"...Fine. You win," Kevin muttered as the five hurried into the vehicle.

The Proto-TRUK took off and lead the ship away from their home and through Bellwood's busy downtown. The two weaved through buildings as the enemy ship kept up at a threatening pace. Ben poked out of the port at the top as he slammed the Omnitrix and became Bloxx. He jumped off and extended his body forming a wall in the path, but the ship quickly ducked under before he could finish forming. Bloxx growled reforming to normal before slapping his Omnitrix. Chromastone took his place as he flew after the ship and began blasting it. The ship turned around and fired on Chromastone...who absorbed the laser and merged it with his own, blasting the side of the ship making it fall down to the streets below. Chromastone smirked as he flew back to the ProtoTRUK and climbed back in.

"Okay. I think I bought us some time." Ben spoke as the divider to the back opened the top half so he could talk to his friends.

"Yeah if anyone can wreck a car, its you Tennyson." Kevin smirked.

"I too find he has a knack for that." Rook smirked.

"Guys this is Rook. I don't always get him, but he's cool." Ben introduced.

"The feeling is mutual." Rook smiled.

"Not the best of first impressions." Gwen sighed.

"Can't be any worse then Clockwork barfing up a time vortex that summoned my friend here." Makoto pointed out.

"..."

"...I jinxed it somehow, didn't I?"

"You did…" Ben groaned.

* * *

After finally finding a place to land just outside Bellwood, everyone filed out to take a breather. Kevin asked to check the ProtoTRUK to see how it worked...and to say he was impressed would be underselling his excitement.

"Gravitorque boosters, detrovite nav system, I think there's even some Galvan tech on here!" Kein excitedly cheered, looking under the hood.

"Yo Kev...who was shooting at us?" Ben asked.

"Quil-temp nanoshift transformer!?" Kevin gawked, finding yet another amazing piece of technology in the engine, "Ha! Dude Ben, he's got a Nanoshift Transformer!"

"I can make up words too…" Makoto muttered, not understanding any of what he'd been saying for the past ten minutes.

"Any ideas?" Ben turned to Gwen who was reading on a tablet.

"For once I'm gonna let you figure out who's trying to kill you." she sighed.

"Actually, I think they are trying to kill your boyfriend." Makoto pointed at the giddy Kevin.

"Makoto's right...those shots where aimed mostly at Kevin...at...vital places…" Noel muttered.

"Wait. What you mean vital?" Kevin panicked.

"Nothing…" she replied slowly.

"Totally your boyfriend's fault…" Makoto noted as Gwen sighed.

"...Look…" Kevin began as he looked at Ben, "All I can say is I need a place to hide...got any ideas?"

"We got a place…" Ben sighed, "Makoto, call Tsubaki and tell here there is a maniac after Kevin."

"Done…" she sighed.

* * *

"Okay. You've been leading us for a while now, dude. Where exactly are we…" Kevin began, the group traveling through a tunnel before they ended up in one of heh markets in Undertown, "...Woah."

"Hmm?" Gwen raised a brow, looking up from her tablet before noticing the area, her eyes widening in surprise, "...Okay. Not the same old Bellwood...How long has this been here?"

"You know...not really sure," Ben answered.

"We just stumbled across it my first day here," Makoto added

"It's been changed a little since then too…" Ben muttered.

"Hi, Changing Guy!" several Kaka clan women waved.

"You get back here, Tao!" Ragna shouted, running after said guardian of her clan, the latter having a piece of foot in her mouth as she ran away.

"You're it, Good Guy!" Tao laughed.

"This...is insane...out of this world...unbelievable…" Gwen listed, "Yeah...I'm home." she smiled.

"Wait…" Kevin blinked as he ran up to a stall, "You can buy Dark Matter Afterburners on Earth? ...We live in an age of wonder."

"Oh believe me. There is far more to find down here." Rook smirked, "It is thanks to these Undertown shops I was able to modify the Proto-TRUK."

"No way...you retrofitted that chassis? Get out of town!" Kevin smiled.

"Yes. My ride is a treat not unlike candy." Rook smirked.

"Oh yay...more car talk." Makoto complained.

"Ooh~" Noel awed, going off towards a stall selling alien groceries, "Magister told me of a recipe I must try!"

"Ack!" Makoto panicked, rushing over and picking Noel up, "Not the time…"

"Aw…" Rook sighed excited for whatever this dish could be.

"Still a lot of eyes…" Kevin whispered to Ben, "Gotta be somewhere to hide."

"...Hmm…" Ben muttered as he looked around before crouching down and tapping the door for an alien restroom.

Kevin poked his face in only for the diminutive little alien inside to lower his newspaper and toss it in his face, "Hey! Ever heard of knocking!?"

"Ever hear of locking the door!?" Kevin snorted, tossing the paper to the ground as the door was shut.

"Here!" Ben pointed to a large pipe tank, just big enough to fit a person. Kevin jumped in...but his height made it so he only fit up to his arms, making him shake his head in rejection of the spot. The two then looked at their friends, who were looking at them in confusion, "Uh...getting Kevin fitted for a tank suit...which is...a thing...down here." Ben muttered trying to justify this scene.

"Yeah...totally a thing…" Kevin muttered to Gwen.

"What did he do?" Makoto whispered to Ben.

"I don't know...but he's super freaked…" Ben whispered back.

"Alright. Arms up." she ordered to Kevin before smacking her hand on his head, making him sink into the tank, "There...perfect fit!" she smiled, joining in on their ploy.

"Makoto…"

"What? It worked."

"Let's try something else…" Kevin groaned in pain.

Gwen shook it off as she turned to Rook and Noel, "So as I was saying, I was thinking of majoring in Anthropology. Perhaps even an independent study on Alien Anthro." she explained.

"A fine idea!" Rook smiled, "Back when I was still stationed on Revonnah, I took several externet class on similar subjects."

"Tsubaki is doing the same thing to help her better understand the many aliens we work with and meet." Noel added with a smile.

"Rook, Noel?" Gwen got their attention, "Do you know why Ben and Makoto are trying to hide Kevin?" she asked as the latter two pulled him free of the tank and jogged off.

"No…" Noel shook her head.

"I, too, have noticed this." Rook sighed.

"That was close…" Kevin sighed as they ducked into an alley.

"Okay...what did you do?" Makoto asked, crossing her arms.

"Pfft...wha?" Kevin laughed.

"I'm a girl...you think I can't tell when you're spewing boy nonsense to try and avoid trouble? Your not even good at it…" Makoto countered, "Better hurry before I tell Gwen you have a secret." she smirked with a cocky arch of her eyebrows.

"You really know how to pick 'em, you know that Ben?" Kevin sighed.

"One more 'we're dating' joke and I swear I'll crack the skull of the next guy to say it." Makoto frowned, cracking her knuckles single handedly, making Kevin gulp.

"I'll even use Rath to help," Ben added in an annoyed tone, making Kevin gulp further, "Now spill...what did you do?"

"Ah...okay…" he sighed, rubbing the back of his neck, "Now look. This is a story from...my younger days…" he stopped as an explosion made them turn to see the ship back once more, "Oh no...it found me…" he hissed.

"What? Space mafia...Space Kingpin of crime...evil dictator...your secret evil clone?" Ben listed.

"Oh please let it be one of those!" Makoto cheered, holding her arms up as her tonfa formed from her armor.

The hatch opened as a tall red skinned figure rose up. The figure was a Tetramand, but their figure was thin...feminen, clad in a black unitard with cloth bindings around her stomach and a battle skirt of tanned leather with fur edging and open front covered her waist, a gold ornament covered her torso connected to two leather armor shoulder pads matching her skirt. Each of her arms where covered in black fingerless gloves that went up to her elbows and where kept right with wrapping around her wrists. Her legs where glad in golden armored open toed greaves/boots. Finally her face was framed by a black and gold helmet with two large horns extending from the sides and pointing upwards.

"...Let me guess. Ex girlfriend?" Makoto guessed as she looked at Kevin, "Also how did she…"

"Uh...Makoto?" Ben spoke, earning her attention as he pointed to a certain rat being held in one of the female Tetramand's arms.

"...ARGIT!"

"I didn't mean to give you up, Kev! She made me!" Argit yelped.

"I am Princess Looma Red Wind, and I am here to claim my husband, Kevin E Levin!" she declared.

"Husband!?" Gwen declared in shock and rage.

"Oh buddy you _really_ done screwed up, didn't ya…" Makoto spoke, her ears drooping in annoyance.

"Uhm ...congratulations?" Noel asked confused.

"You are a husband? I had not heard!" Rook declared happily.

"No...Rook...honey, what your thinking is okay...isn't…" Makoto shook her head slowly.

"NO!" Kevin snapped in a voice of panic and concern; his voice even cracking a bit, "We're...uh…We're just engaged…" he turned to Gwen, "I meant to tell ya."

"Go on…" Gwen crossed her arms as Noel and Makoto joined her in giving the stink eye as Rook and Ben just stared at the scene confused as heck.

"Uh…" Kevn began before he noticed Looma charging at him, tossing Argit away in the process, "...Kinda busy right now…" he chuckled nervously before running to a nearby alleyway, only to see it was closed off.

"Why have you been hiding from me, Kevin?" Kevin turned to see Looma approach, banging her fist into her open palmed as Kevn quickly put his hand on the wooden board behind him, his entire body being covered in the same substance.

"Uh...I wasn't hiding!" Kevin replied as he quickly ducked under a punch, "I was sick! My ship broke down!" he began as he was punched, making splinters fly off his face, "I needed a new suit!"

***BAM!***

"...There was an Earthquake."

***BAM!***

"A flood…"

***BAM!***

"...Vilgax attacked…"

***BAM***

"It wasn't my fault…" Kevin wheezed, his face bruised up while sporting a pair of black eyes.

"Liar!" she shouted punching again, only to hit a pink barrier. Looma turned to see Gwen with her glowing hands held up and Ben slapping the Omnitrix.

The mutation began as his body swelled until he towered over the others, replacing him with a giant Anthropomorphic turtle/tortoise, with thick legs, two long flipper like arms that hit the ground, and his face poking out of a hole in his shell's stomach, several more holes forming along it, with the Omnitrix directly in the center.

"Terraspin...great. I'll turtle her into submission." he groaned as Makoto and Gwen climbed over his shell to see.

"M-maybe she can be reasoned w-EEK!" Noel yelped as she and Makoto hopped off just as Looma charged at Terraspin.

Terraspin used his arms to block her drop kick. The dust was blowin away as Terraspin lifted up, his arms spinning around as his legs merged into a third flipper, his limbs spinning as a propeller as wing blew from the holes in his shell lifting him and Looma into the air. A small visor opened on the top half of his shell where his head popped out of. The two flew off into the pipes above as Loom punched and scratched at Terraspin's face.

"GET OFF!" he shouted as they crashed into a pipe, making it explode.

"First; He's a flying turtle! Oh that's so cool!" Makoto cheered, "Second...Ben hang on!" she panicked.

"I'm trying h-WOAH!" Terraspin yelped as he flew downwards and crashed into a stall. A few moments of silence passed before Ben came out of the rubble, "Ugh...Anyone catch the number of that pipe?"

"Grr…" Looma growled, bursting free of the rubble.

"Surprise punch!" Makoto shouted punching at Looma...who blocked her punch without even turning to see it coming, "Ahahaha...she's...she's got skills…" she laughed nervously, remembering how strong Fourarms was and recalling the females are even stronger than that, "AH!" she cried, being tossed into Ben sending them rolling across the ground, "Ow…"

"Oh my back…" Ben groaned.

"We may need to call a retreat…" Makoto groaned.

"Hop on!" Rook shouted, driving an alien hover bike with a sidecar towards them.

"...And another point for the past!" Makoto beamed a bit as she shot up, grabbing Ben before hopping onto the sidecar.

=Hey! You gotta pay for that ren…!= a robotic alien began before some Taydens were thrown at him.

"Keep the change!" Ben shouted as Looma skid to a halt, making the vendor fly into the distance via crashing into him, "Drive drive drive!"

The team drove into the sewer system and made many turns and backtracked and made more turns until they themselves were lost. They still kept driving just to be safe.

"Oh, I can't wait to hear your explanation for this one!" Gwen shouted, making Kevin jump.

"Uh….that's Looma...been after me since we left campus." Kevin chuckled.

"So thats what happened to the recreation building!" Gwen realized.

"Not cool dude!" Makoto snapped, tossing an old soda can at Kevin's head.

"I figured you owed somebody money, but engaged?!" Ben added before narrowing his eyes at Kevin, "What do you get out of it…?"

"...Long story!"

"No it's not. You just…" Argit began before Kevin elbowed him in the face.

"Okay. You earned one point back…" Makoto muttered as they pulled to a stop.

"Hmm…" Kevin muttered as he hopped off and looked around, "...Ahh. I think we're clear…" he grinned as he turned back towards the group...only to tense at the glares he was getting, "...Ugh...fine I'll tell."

"Please do…"

"This was back during mine and Argit's more..._questionable_ days," he began, "I needed a piece of tech from the Tetramands. It was...important. But they said there was no way. I was an outsider. So I made a deal...I got what I wanted, and in return…"

"You got a fiance…" Makoto noted with a sigh, "Okay. What was so important you agreed to a hasty-if not possibly-shotgun marriage?"

"..."

"...Just tell her, dude. In fact? Better idea...you should've given the tech back," Argit spoke.

"No way! I'm not giving up my car to some spoiled four armed princess!" Kevin argued before tensing, "...Oops."

"All this...is about...your car?!" Ben snapped.

"Seriously!?" Makoto joined him.

"In fairness, Tetramands do make indestructible engine blocks..." Rook muttered.

"Doesn't justify it, Rook!" Makoto snapped, making him jump, "Oho...just you wait till I tell Rayona's who's side you're on in this…"

"But he's got a point...how do you think my car survived all those beating!?" Kevin argued.

"That's how the engine survived that time Humungousaur used it as a giant exploding club…" Ben blinked.

"Yup."

"...Oh that poor princess," Noel whispered.

"Honestly, Kevin…" Gwen shook her head in disappointment.

"Wha…!?" he gawked.

"Oh what? You expected the jealous girlfriend bit? You are the one in the wrong here! You jilted a girl...to get a stupid engine!" Gwen snapped.

"I'm gonna break your stupid face after both the women in your life are done." Makoto added.

"She must be so heartbroken," Noel added, "For all we know, she could be nice."

"Tch. Nice nothing…" Argit scoffed.

"SHUT IT RAT BOY!" Makoto snapped.

"Yes, ma'am."

"And you!" Makoto snapped as she pointed at Kevin, "Ohohohoho! Oh you leading that girl on like that is REALLY reminding me of a lazy perv I worked with, and it is taking every inch of willpower I have to not punch you to the moon!"

"W-wait!" Noel shouted as she got between the two, "M-maybe she can be reasoned with. For all we know, she's most likely crying somewhere."

Before anything could be said, the wall behind Kevin suddenly exploded, causing the group to tense as Kevin as knocked to the ground.

"I will fight for your love, Kevin!" Looma declared as she stomped out of the newly formed hole, towering over Kevin, "Even if I must break every bone in your tiny human body."

"I can let it happen…" Makoto crossed her arms.

"Aw see? She fights for love," Noel smiled.

"I'm all for giving him his karma...but this might not be it," Ben muttered.

"Can we let her get a few punches?" Gwen countered.

"...I really like your cousin, Ben. She's sassy," Makoto grinned.

"A little help here?!" Kevin shouted.

"Against all better judgment...I'm gonna help him," Ben sighed, "But next time someone comes after him, we all agree to let him save himself right?"

"Totally/Oh-ho yeah!/Agreed.../Yep/Hit him in the face!" the others all said in unison.

"No wait!" Kevin cried as he was punched into the wall across from them, "Gwen...I don't need to go to the dentist next week...she knocked that molar out…"

Looma was about to approach Kevn before she noticed a green flash go off, making her turn to see XLR8 charging right towards her. Her response? She held her arm out, resulting in him ramming into it as he flipped through the air a few times before landing.

"Ow…" XLR8 groaned as he got up, coughing a bit before becoming a blur and zoomed around Looma, "Sorry, lady! You can't hit what you c-!"

"Rah!" Looma roared as she punched the ground, resulting in a shockwave that knocked XLR8 into Kevin, knocking him over.

"Well she's...surprisingly good at this," Makoto muttered.

"XLR8 is Ben's fastest running alien...but not strong enough to harm her," Noel noted, "Maybe Fasttrack would have been better?"

"Now ya tell me!" XLR8 cried as he was used as a club to beat Kevin.

"GAH! Pointy helmet!" Kevin cried.

"Okay now I feel bad...Ben doesn't deserve to get pummeled for Kevin's screw up." Makoto sighed, "Even though Kevin...deserves much worse…"

"Yeah but Ben doesn't…" Gwen sighed, "Hang on Ben!"

"Oh come on!" Kevin cried as he was lifted up by Looma.

"Allow me," Rook spoke, pulling out his ProtoTool as he fired a tether that wrapped around the arm Looma was using to hold Kevin.

"...Um, Rook. I don't think that's…" Noel began as Rook fired a gadget at the ceiling, the tether connected to it as it began to lift Looma up...right to a pipe big enough to pass through, Looma taking advantage of it as she held Kevin in one of her other arms and swung into the pipe, breaking the tether in the process, "..."

"Hey! Don't just stand there, Tennyson!" Kevin complained.

"Ya know...I have always felt gross about the thought my best friend would become a part of my family…" XLR8 muttered.

"Please help!" he cried desperately.

"That's what I thought you meant," XLR8 smirked, rushing after him.

"Yeesh...and I thought Argit was a hassle," Makoto muttered.

"Hey!"

"Do I need to bring up the U-Bomb again?"

"..."

"Yeah. I thought so."

"Wait...what did Argit do?" Gwen asked, her eyes glowing pink.

"Attempted to sell a universe destroying bomb to the Incurseans."

"?!" Argit tensed at that as he bolted out of there.

* * *

The group climbed up through a manhole, finding themselves back at the construction sight which sadly was pushed back after they chased Ester through it. Kevin was left on a pile of wooden board he'd been slammed into with a noticeable bump on his noggin, most likely when Looma probably bonked him to keep him there while the fighting inside the incomplete building was her and XLR8 going at it.

"...Think Ben's doing okay in there?" Noel asked in concern before Looma jumped out of the incomplete building, holding XLR8 by his tail.

"...That answer your question?" Kevin groaned.

"Hang ten, Ben!" Rook shouted as he charged.

"It's 'hang tight', Rook!" Makoto corrected.

"Right! Hang t-" Rook began before he was slammed into by XLR8, the two beign sent flying into the incomplete building.

"Okay. This has gotten out of hand." Gwen sighed.

"I'm on it!" Makoto spoke.

"Makoto I'm not sure…" Gwen began.

"Oho let me have this, Gwen…" Makoto smirked.

"Makoto please. I'm sure she can be reasoned…" Noel began.

"I think it's obvious she can't be reasoned with!" Argit barked.

"Ha! As if I'd lower myself, especially to a bunch of girls and a half-animal freak!" Looma laughed.

"...What did you call me?" Gwen and Makoto asked with narrowed eyes.

"Argit, be useful and shield Noel with your useless body!" XLR8 groaned.

"Ow…" Argit replied before running as Gwen covered her hands in energy and walked forward with Makoto.

"Did Looma always have the hammer?" Noel asked, helping XLR8 stand up.

"Apparently...she can summon it via some alien tech in her glove…" he groaned, timing out, "It was so cool…painful, but cool..."

Looma swung her hammer as Gwen blocked it with a barrier. Looma's eyes widened in shock before Makoto jumped and punched her, sending her skidding back. Looma growled, standing up before grunting as she was blasted by a beam of pink energy, which pinned her against some concrete pipes. Makoto flipped one of the pipes up by stepping on it before swinging it and striking Looma sending her flying away. Looma then stopped mid-air as a pink energy board held her up while pinning her arms to her sides. She then blinked as Makoto ran up this energy before slamming her fist into Looma, sending her rocketing back down and into a pit, which was to be filled with cement.

"Whoa…" Kevin muttered.

"And you!" both girls pointed at Kevin, making him cry and fall over.

"When this is over, you are in a _lot_ of trouble, Kevin Ethan Levin..." Gwen frowned.

"Ooh she middled named you...NOT a good sign," Makoto shook her head.

"You do deserve a stern talking to," Noel added from her spot, "Why not call his mother?"

"Gh?!"

"Not a bad idea…" Gwen spoke.

"Correct me if I'm wrong...but isn't he just barely a legal adult?" Makoto smirked.

"Tennyson, I hate your new girl!" Kevin snapped.

"You don't get to be angry!" Gwen and Makoto snapped, making him whimper and fall over.

"Yeah..I'd argue about the 'girlfriend' bit, but I'm not walking into that hornet's nest," Ben shook his head.

"But there are no…" Rook began before blinking, "Oh...another Earth expression."

"...Um everyone?" Noel spoke, earning their attention, "Sh-she's getting back up."

"Hammer's glowing...oh crud the hammers glowing!" Ben panicked, flashing into Diamondhead as he and Kevin pushed the girls out of the way as a blast struck them, knocking them both down, "Regret...so much regret…"

"I think she broke something that time…" Kevin groaned.

"Now we end this...beloved," Looma frowned as she approached, bits of cement on her.

"Can't...you just get a divorce?" Diamondhead complained as Makoto helped him stand, the cracks in his body sealing up.

"And make her _livid_? No thanks…" Kevin groaned before a large shadow covered the area, "...Crud."

"And that's an alien war ship…" Makoto muttered, looking up.

"Oh no…" Noel added to the sentiment before pulling out her badge, "We know…" she replied to Tsubaki.

=...I'll be there with a team stat. Considering who's ship that is...wait. Who angered someone from the House of the Red Wind?=

"For once I can say this un-ironically…" Diamondhead grunted, "Wasn't me!"

"It was Ben's friend Kevin...he made a deal for a car part in exchange for a shotgun marriage more or less," Makoto answered, pulling out her own badge.

=I'll bring a lawyer…=

"...About that. They don't seem the reasonable type…" Makoto deadpanned.

=Makoto, I'm sure…=

"Enough!" a voice boomed as a large Tetramand in gold armor and an eye patch over one of his eyes, "You now face Warlord Gaar of the House of the Red Wind! Turn Kevin LEvin over to Looma, or the Earth perishes!"

"You can have him!" Makoto panicked before grunting as Diamondhead bonked her head, "Owie…"

"He's probably bluffing," Diamondhead muttered before a large fleet of ships appeared above Gaar's ship, "...or not."

"You heard me. Kevin Levin or I will incinerate the Earth." he repeated as several Tetramand guards rushed out and grabbed Kevin, one leading Argit with a spear pointed at his back.

"...I'M NOT WITH THEM!" Argit freaked as he held his hands up.

"...Uh...hey Gaar. Eh heh...how's it going, pops?" Kevin asked with a nervous chuckle.

"Kevin…" Gaar frowned as he glared at Kevin

"Oh yeah. He _never_ liked you…" Makoto deadpanned as she looked at Kevin, "He'd be that father in law who demoralizes you...or tried to drive you out of the family. Or if you're really unlucky...a combination of both."

"Not like it'd be hard…" Diamondhead added.

"Daddy!" Looma beamed as she rushed up to Gaar.

"Oh there's my girl," Gaar smiled a bit before he was suddenly lifted up in her hug, "Woah! You're getting stronger everyday! I'm sure you make your enemies quake in fear!"

"I know I do…" Argit muttered.

"Warriors of Earth!" Gaar shouted as Looma put him down, letting him return the hug with one arm around her, "I am not a violent man...per say. But understand this; I will do everything I can to protect my daughter's interest. Any who object...well..." he motioned to the fleet of ships in the air, "My personal fleet is ready to fire at my command."

"Not gonna happen." Ben sighed, flashing back to normal.

"Good. Then let the wedding commence!" Gaar declared as a large circular structure was placed around the group. Parts of it began to shift and turn, two sides folding out as what looked like organ pipes rose up. The ground then suddenly began to rise up from underneath the group as the wall they were facing converted into a wedding altar of sorts.

"...Wow," Ben and Makoto blinked.

"They don't waste time huh?" Gwen added.

"I'd be impressed if I also wasn't really _really_ nervous." Noel added.

"Uhm...Congratulations?" Rook added.

"Gee...thanks…" Kevin muttered as he was forced closer to the altar by a few guards.

Kevin was forced to stand at the altar as an elderly and skinny Tetramand priest walked forward. He had one pair of arms clasped together as he used the other to motion to the soon to be wed.

"Warrior and Gentlemen," he began, "We are gathered here today in the eyes of Zed."

"Their god's name is Zed?" Makoto whispered.

Ben shrugged as Gwen sighed in a confused tone.

"We gotta stop this…" Ben sighed as Tsubaki landed from a Plumber ship that flew overhead.

"Oh no its already started." she sighed, "Tetramands customs say that the ceremony and contract can be annulled if a worthy champion comes forth to fight one of the two parties."

"So someone has to go up their and fight…" Makoto muttered before the group looked at BEn.

"Why's everyone looking at me?" Ben asked, "Oh NO! I've been saving Kevin's grease stained butt since we were kids! I've literally given him more second chances then I have aliens, and now I have to fight a battle of champions for him to avoid his own karma!? ...Alright fine...but Kevin? When this is over...your car...is mine."

"That's fair," Gwen and Makoto nodded.

"What?!" Kevin gawked.

Crashhopper landed at the Altar as he stomped his leg, "I don't want to fight you...like really...I really don't want to. But I will!"

"Kevin Levin, do you allow this?" Gaar asked.

"Yes…" Kevin spoke slowly.

"Challenge accepted! What good Fortune!"

"Oh I feel I'm gonna regret…" Crashhopper began before Looma grabbed him by the face, "...Called i-"

***BAM!***

"Ahh!" Crashhpper screamed as he was sent flying. He then quickly jumped out of the way of Looma's attempted slam.

"Is this one a train fighter?" Gaar asked.

"Yes!" Crashhopper complained as he was punched in the face several times.

"No…" Rook and Gwen sighed.

"Not in the normal sense…" Makoto added.

"Scared...worried...scared...worried…" Noel muttered to herself, "What to do…?"

"...Heh. Earth's greatest Warrior?" Gaar asked.

"Earth's greatest Hero…" Rook replied.

"Ha! This I gotta see!" Gaar laughed, "Looma is _my_ greatest warrior. If what you say is true…"

"Yeah yeah we get it…" Kevin muttered

"Don't worry, Kevin...Ben and I will drive you back to your place...in his new car," Makoto patted Kevin's shoulder.

"D'oh…" Kevin groaned as Crashhopper continued to hop around Looma's attempted strikes, "Come on, Ben! Change into a different Alien! Go Way Big or something on her!"

"Hey wait. Doesn't Ben know the rule about…?" Argit began before Kevin bonked him on the head.

"What...rule?" Makoto growled, cracking her knuckles as a green flash went off.

"Uh…"

"...Tsubaki?"

"I'm looking…" Tsubaki muttered as she looked through some notes she had taken.

"Wait...why did Ben turn into Clockwork?" Gwen asked, making those from the future tense as they looked up, seeing Looma pounding on Clockwork.

"I swear I vas going for Cannonbolt!" Clockwork shouted before Looma tossed him, "Urp! Gurh! BLARG!" They all then saw a beam shoot up into the sky.

"AH! He looked at me again!" Makoto complained.

"Not good…" Tsubaki whispered in worry.

"...m-maybe something good will come out of it," Noel offered...while mentally hoping nothing bad would come out of the forming portal.

"What is that!?" Gwen shouted.

"This happens whenever a Chronosapeins looks at people from the future for some reason," Tsubaki explained.

"Oh…" Kevin muttered.

"Wait? More chicks like you three!?" Argit shouted.

"Very tempted to toss you into that p-" Makoto began, raising her fist at Argit before two figures fell out of the portal just as it closed, "?!"

"Vhat?! Two zis t-" Clockwork began before Looma punted him across the arena.

"Focus on the fight!"

"Oh for…" Makoto groaned as she rushed towards the falling figures, "Gwen, some assistance please?"

"On it," Gwen nodded as she quickly created a net of pink energy just as Makoto jumped up and grabbed the two figures, the Beastkin falling down as she landed on the net.

"Got it. Now who…" Makoto began as she looked at the two figures, "?!"

Both figures were of her age. The first figure was a teen with the same curves Makoto sported with long blue hair. It was pulled up into a ponytail held by a yellow ribbon with two 'antennae' and two sidelocks reaching her ample chest. She wore lowleg tight-fitting black pants that exposed some skin on her sides, a backless white halter top with red trimming, black symbols, and a big golden zipper piece, maroon fingerless gloves that reach close to her elbows and high-heeled boots.

The other girl was as developed as Tsubaki with long pale-purple hair. She wore a pair of black pantyhose along with a short navy blue dress with a separate matching collar with lavender ribbons on each side, and a white lab coat with black trimming and blue cuffs. Her hair had a black headband in it with a large metal butterfly on the right side of her head.

"Mai?! Kajun?!"

"Do we need to make up another room?" Rook asked.

"Most likely…" Tsubaki replied as she and Noel hurried over to Makoto.

"Ow…" the bluenette groaned as she began to wake up, "That's the last time I try something for you and Kokonoe, Kajun…"

"Apologies, Mai. I did not expect those re…" the other girl began as her and the bluenette opened their eyes to see Makoto, Tsubaki, and Noel, "..."

"...Makoto? Noel? Tsubaki?" Mai blinked.

"Mai! Kajun!" Makoto and Noel beamed as they hugged the two.

"What's going on? Why are you here?...What's with that armor? A-" Mai began before she noticed the battle going on, "...EH?!"

"Not my fault!" Clockwork cried face first on the ground, he rolled way just as he timed out. Ben slammed the Omnitrix as he turned into Kickin Hawk, "Ugh. I am so not in the mood for this bit all over again...not even gonna say anything." he spoke looking their direction.

"Well not our fault you didn't check for…"

"Interesting…"

"...oh crud…" Makoto whispered when she noticed Kajun was no longer near them.

"What?" Kickin Hawk blinked before tensing when he noticed Kajun near him.

"One moment you were a machine, and now you seem to be an anthropomorphic chicken hawk," Kajun noted as she examined him, "Judging by your physique, y-"

"KAJUN! NOW IS NOT THE TIME FOR SCIENCE MODE!" Tsubaki and Mai exclaimed.

"Gah!" Kickin Hawk cried as he was punched sending him skidding back, "Look I'll explain it all later...AFTER!" he snapped flipping forward and kicking Looma making her stumble back. He ducked around and kicked her making her stumble forward.

"What is going on…?" Kevin asked.

"Do you even listen?" Gwen asked.

"Yes...no...maybe...which one doesn't make you even more mad...I love you…" he panicked.

"...ugh…honestly…"Gwen sighed as Makoto, Noel and Tsubaki carried Mai over, "..." her eye then twitched a bit once she noticed Mai's outfit, "What…are you wearing?"

"Eh?"

"...Actually I was going to ask the same," Tsubaki admitted, finally noticing Mai's outfit as Makoto rushed out to get Kajun.

"Um...it's...a long story," Mai answered as Makoto returned with Kajun.

"Whoo~" Makoto whistled, "That's a look…" she chuckled.

"...Don't even think about it," Mai said as she instantly covered her chest.

"Think about what?"

"You know what, especially with...whatever is going on!"

"GAH!" Kickin Hawk grunted, skidding across the ground as he flashed and turned into Shocksquatch, "Oh is this how I made people feel when I went Fourarms as a kid? ...ooh...talk about irony, eh?"

"...Makoto, please let go," Kajun calmly ordered as Makoto had her arms around her.

"Like Tsubaki and Mai said, not the time for Science Mode!" Makoto barked before turning her towards Argit, "Examine him instead."

"Wait wh-" Argit began before Kajun was instantly before him, "Gh?!"

"Interesting...another humanoid lifeform…" Kajun noted, a notepad and pen already in hand as she carefully looked at him..like he was a test subject so to speak, "Not unlike that of a common sewer rat, and yet…" she used her pen to poke at one of Argit's quills, "You have traits not unlike that of a porcupine or hedgehog."

"...I don't like that look she's giving me!" Argit hissed at the others.

"Oh...and the pungent odor of a skunk…." she covered her nose after sniffing him.

"Hey!" he cried before sniffing himself, "Phew...okay no yeah...I stink…"

"...What an odd day," Gaar noted before laughing, "And yet still a momentous day! Had it not been my daughter's wedding day, I would almost feel sorry for blowing this planet up!"

"Wait. He was gonna what?!" Mai exclaimed.

"Long story…" Noel explained before the group heard Looma's cries of pain, making the group look to see Shocksquatch holding her from behind as electricity coursed through them both.

Looma grunted as she slammed her lower set of elbows into his side and using her upper arms to open Shockswuatch's arms. She landed and spun around to punch as Shocksquatch kept his arms and guard up. Shocksquatch attempted a few punches at her, only for the female Tetramand to block them before grabbing his fist with her upper arms.

"Grr…!" Looma growled as Shocksquatch attempted to grab her, only for her to grab him and lift him up, "Yield, human!" she declared as she threw him into one of the structures, shattering it upon impact.

"...Well that's that," Gaar noted as he placed a hand on Kevin's shoulder, "Shall we continue?"

"...But...but...I'm not good with commitments," Kevin gulped.

"Coulda fooled me…" Makoto quipped.

"Okay. Y-" Kevin began in an annoyed tone.

"This isn't over Looma!" Ben's voice called out, causing the female Tetramand to look at the dust cloud, "You know why I always win?" he asked as a green flash went off within the dust cloud, a figure begin seen within before stepping out, revealing none other than one of Ben's heavy hitters...Fourarms, "Because I never give up."

"FOURARMS!" Kevin shouted excitedly, "Finally a fair fight!"

With that the two rushed and punched at each other. Their fists colliding with one another as a powerful shockwave shook the ground. Looma sent flying and hitting the base of the Altar cracking it in two.

"Not exactly…" Makoto muttered, "Fourarms...with his kind...the girls are stronger. It's why typically their government leaders are female. They...are a monarchy."

"It's true...ah...how I do miss my beloved." Gaar sighed.

"Makoto how do you know this?" Tsubaki asked.

"Eh, me and Ben hung out with Ragna at the bar he sleeps in." she shrugged, "Got to talking with the Bar master, nice guy."

"I take back any nice thing I ever said about you…" Kevin groaned.

"I stopped respecting you a long time ago." she smirked.

Looma charged at Fourarms who swung for another punch, only for the warrior princess to use her shorter stature to duck under his punch and close line him, sending Fourarms skidding across the ground.

"I do not think Ben can take much more of this…" Rook noted.

"He's winning…" Kajun spoke, still examining Argit as the others looked at her, "Look closely at the arena and their placements."

"...She's right," Tsubaki realized, seeing Fourarms near the broken structure he had crashed into earlier.

Fourarms spun around on one of his arms as he swung his leg and struck Looma's helmet, breaking one of her horns off her helmet. Looma grunted in anger as she punched Fourarms, sending him skidding back even further. She jumped and kicked only for Fourarms to block and swing her away. Looma charged again, unleashing a barrage of punches which Fourarms blocked with each of his arms up in defense. The moment he felt his back touch a pillar, he kicked his leg out and sent Looma skidding away. One pair of the hero's eyes looked up before he smirked. Fourarms moved his arms and up as he grabbed the pillar...and tore it down, bringing it down like a hammer on Looma. Everyone cringed as the dust flew into the air from the giant ball at the end, exploding into dust. The dust began to disperse as Fourarms walked out with Looma over his shoulder before putting her down. He then grinned holding up his left arms in victory.

"Yes! He won!" Kevin cheered.

"Whoo! Way to go, Ben!" Makoto whooped.

"Haha! At last! A champion worthy to marry my daughter!" Gaar declared.

"Wait, what?" Fourarms blinked at that.

"And he's even a Tetramand!" Gaar added, "...er, sometimes."

"...Wait, what?" Fourarms asked again before Looma hugged him.

"What would you like for an engagement gift? Daddy's loaded!" Looma smiled as she hugged him.

"That's what I forgot…" Tsubaki slapped her head.

"Wait...you mean this is how you got your stupid engine?" Makoto realized, "Wow...you must have let yourself go." she taunted at Kevin as she emphasised by poking his stomach.

"...she wasn't always that big," Kevin argued, slapping her hand away as he walked away.

"Sure she was…" Makoto rolled her eyes as she and the others followed them.

"It is an honor to lose to you…" Looma smiled softly at Fourarms before shooting Kevin a stink eye, "I always knew that Kevin Levin was not husband material."

"Hey…"

"Again...You don't get to be mad after what you put us through was all your fault," Gwen replied with a smile...that promised pain and suffering for Kevin.

"I want...my...new...car." Fourarms growled at Kevin.

"Oh...you...you meant that!" Kevin chuckled nervously.

"Well...Way Big would be more than happy to toss it all the way across state to your garage."

"...You better take good care of her," Kevin frowned as he pulled out an electronic control.

"Oh trust me...after today...I _won't_," he growled.

"You're lucky that's all you're getting...I can still magic you into a toad until I decide I forgive you," Gwen added.

"...Fair enough," Kevin slumped.

"Any ideas how to help Ben now?" Makoto asked.

"Uhm…We could just keep up this juggling game every three years?" Tsubaki muttered, "Honestly...I have no clue...this alien law thing is impossible. Maybe if we called an expert."

"No! No Chadzmuth!" Fourarms shouted, crossing both his set of arms, "I refuse to have anything to do with him!"

"I am at a total loss right now…" Mai whispered.

"Me too, but I'm taking advantage of it…" Kajun whispered, writing in her notepads, "So many interesting new things..."

"Oh Grandpa is so gonna have a cow…" Ben groaned, flashing back to normal.

"Worst vacation ever…" Kevin sighed.

"Look at it this way. Now you can spend all your time building an even better car," Rook spoke, "This time one that could truly be indestructible. Or in this case? Ben proof..."

"What am I? Ben Tennyson the Vehicle Destroyer?" Ben complained.

"Considering my ride keeps getting busted everytime you were around in a fight?" Kevin deadpanned.

"...Well…"

"And know what? In exchange for my ride, I'm taking yours back to use as a base," Kevin added.

"What?!"

"Call it payback for your squirrely girlfriend busting it in one punch."

"Again, she's not my/I'm not his girlfriend!" Ben and Makoto complained.

"Oh forget her, love," Looma pushed Makoto aside as she put an arm over Ben's shoulders, "We're gonna have a much bigger wedding planned, Ben Tennyson! Our parents will fight it out, the best man will be chosen by combat, a battle royal for the bridesmaids, the traditional plunder, then the customary offerings...oh!" she gasped as she ran over to her father, "When Drova got married, they bludgeoned their guest with his and her warhammers. Can we get those, daddy?"

"Anything for you, daughter," Gaar chuckled as he hugged Looma, "Good battle, Ben!"

"Good battle, love!" Looma added.

"...Yeah. Good...battle," Ben sheepishly waved as the Tetramands went into the ship before it and the fleet flew off.

"So where are you and Kevin going to stay for the time being?" Noel asked Gwen.

"I guess we can stay with you guys...if that's okay...Right, Kevin?" Gwen asked with the same smile that promised him suffering.

"Yeah...gives me time to get some work done."

"On _my_ new car?" Gwen smiled.

"...Yes. On _your_ new car," Kevin sighed a bit.

"Aw…" Noel smiled softly.

"Anybody able to make a whip crack sound effect?" Makoto snickered.

"Same old Makoto, I see.." Mai deadpanned before her stomach grumbled, "...Please tell me Noel made some food."

"Oh! I was actually planning on making something new tonight!" Noel beamed, making Ben, Tsubaki, Makoto, and Kajun pale a bit while Mai...seemed ecstatic at that, "An everything pizza! It'll have all the toppings that are used for pizza, plus some special tomato sauce and dough I bought from Mr. Baumann's store."

"That...doesn't sound...bad…" Ben muttered, "Almost like a super supreme pizza…"

"Yeah. It sounds…normal," Makoto added.

"And...perfectly okay if prepared correctly," Tsubaki sighed.

"If I am being honest, I was hoping to be surprised by what alien food she accidentally made next," Rook spoke up.

"...Wait. She said she bought the sauce and dough from Mr. Baumann's store...right?" Makoto asked.

"Yeah. Wh….oh…." Ben realized

"Kevin gets first dibs!" Makoto declared.

"Huh?"

"Seconded," Tsubaki added.

"Wait a…"

"Motion carried!" Ben shouted.

"Okay, this is gonna suck, isn't it?"

"Leave some for me!" Mai shouted.

"Wait...she can stomach…" Ben began.

"So this is how you're able to transform…" Ben looked down to see Kajun looking at the Omnitrix, "Interesting...to think something like this is capable of transforming you into different species…"

"..." Makoto slowly got behind Kajun and grabbed her, "Ben. Run…_NOW_!"

"Wh-"

"Do it!" Argit screamed, already in the tunnel leading back to Undertown, "Those eyes of hers are freaky!"

"..." Ben turned on the Omnitrix as he slapped it and turned into an alien made of black and green slime like material, his body was mostly black on the back half of his body with green circuits, the front of his body was inverted green with black circuits, the Omnitrix formed in the center his 'eye' =Wait hold...dang it…= he groaned in a digitized version of his own voice as he moved the Omnitrix down to his chest =It keeps doing that! Anyway...into our new car!= he ordered, jumping on the green muscle car as he merged with it, making the same black with green circuit patterns all over it, the Omnitrix emblem appearing as a hood ornament.

"...Makoto, please let go…." Kajun simply ordered.

"Nuh uh."

"Let me go so I can examine the transforming teen's watch."

"See ya later, Kevin," Gwen smiled, hopping into the Upgraded car.

"We shall return to the house and prepare for company," Tsubaki explained.

"I shall call the ProtoTRUK to come give us a lift," Rook smiled.

"Thanks…"

"But before we head to the house, we need to do some quick shopping for Mai," Tsubak stated.

"Eh?" Mai blinked before she was pulled into the Upgrade Car, "Ah! Wh-"

"Your outfit is almost as bad as Makoto's was when I first saw it!" Tsubaki hissed, "And considering you or Kajun don't have anything in this time-long story. We will explain on the way. A quick shopping trip is in order."

=?!= Upgrade tensed at that =Ah nuts…=

"Got Kajun's sizes from school!" Makoto added, flicking her tail and letting a folded paper land in Noel's hands.

"Huh? School? Wha-Okay, why are my clothes slightly baggy?" Mai realized.

"Blame Chronosapiens and Celestialsapiens," Makoto deadpanned.

"...And I thought our weird days were over after graduation…" Mai sighed, "...Wait. What a..."

"Best you don't ask," Tsubaki quickly replied, "Especially with Kajun within hearing distance."

"Hurry please! She's starting to break out!" Makoto called.

=Driving!= Upgrade declared as the doors became arms that scooped up Noel and Tsubaki before driving off.

"Aw b-but that watch…" Kajun whined almost like a child not able to get something that interested them.

"Don't bother. Last time someone messed with it, I got turned into a freak for a few months...again," Kevin warned.

"...A defense mechanism of sorts I see...fair enough."

"Phew…" Makoto sighed in relief.

"However…" Kajun began as she looked at Makoto, "I will be wanting an explanation of what's going on…"

"...Ah nertz."

* * *

_SZ: And done, and we got Mai and Kajun within the mix now._

_GT: *in a cast beside SZ, also in a cast* And many be afraid. Follow the Argit in the fleeing! Escape the horrors that is..._Science_!_

_Z0: *drops anvil on GT's head* and done. Come back next time for a new original chapter. _

_SZ: Take care, read, and review…_

_GT: I pain…I pain lots…_


	12. Imperfect Storm

_SZ: Behold...yet another original chapter!_

_GT: Yus! Is sorta continuation of last chapter what with Gwen and Kevin gonna be in this one._

_SZ: Yup, so we hope you enjoy...and GT, don't do anything reckless before Z0 gets here…_

_GT: I'm still in a cast from last chapter. What could I do?_

_SZ: You find a way man….you find a way. Ahem...we own nothing aside fmo original content, so story begin!_

_Z0: Oh its my turn this chapter *presses button as our office implodes* _

* * *

"Alright, alright, alright. Let me get this straight. You…" Gwen pointed to Makoto, "Were on a mission, was knocked out by someone that was most likely a Chronosapien, regenerated by a few years, and then dropped nearly two hundred years into the past."

"Yep," Makoto replied, popping the 'p.'

"And when Ben, as Clockwork, saw you, he...became sick and made a tear in the timestream that not only brought your friend Tsubaki," Gwen continued as she motioned to the mentioned red-head, "But also made her younger and caused her mind to regress to the day you graduated from a military academy."

"Corrrrect," Makoto replied, rolling her Rs.

"And then when a device you call the U-Bomb since you can't pronounce how it's said went off, Ben went Alien X and ended up pulling some things from the future to repair the current time we're in to fix it which is how Noel, this Ragna fellow, and those women in cat costumes called the Kaka Clan we saw down in Undertown here, also making Noel younger," Gwen went on.

"Yep-yep-yep!"

"...If I hadn't seen Clockwork doing it earlier, I would have been checking for mental trauma," Gwen sighed.

"Yeah...Tsubaki more or less said the same after she arrived…" Makoto chuckled sheepishly.

"You've seen what Clockwork can do, plus Alien X's race," Ben pointed out, smoothie in hand, "Honestly, how is this any different then when _You_, from a few years from now pulled _us_ into the future?"

"You went to the future?"

"_A_ future," Ben corrected, "And, yep. Man, future me was a jerk."

"Wow...kinda puts a damper on 'wanting to meet your future self,'" Makoto noted, "...Then again, I'm technically from a bad future, so...yeah…."

"Well technically that future might not even exist so...It's more that we went to a potential timeline or dimension...since given there is the theo..." Gwen began.

"Stop...Dweeb talk. I need another smoothie to dull the brain…" Ben spoke, walking off.

"Yeah. I barely understand how I got here...so...I'm good, too," Makoto agreed, walking off.

"Those two are perfect for each other…" Gwen sighed.

"Stop saying that!" both of them snapped.

"Stop providing writing material for Noel then we'll talk," Tsubaki joked.

"Gh?!" the two tensed as they nearly tripped.

"...Writing material?" Gwen repeated.

"Noel likes to make poems and possible romance novels depending on what material she sees or is given," Tsubaki answered.

"And I've barely been here for a few hours and I can tell you're just giving her a lot of material," Mai added.

"D'oh…"

"...So Mai, what were you and Kajun up to after graduation?" Tsubaki asked.

"Wel...not much really. It's a…long and complicated story," Mai answered, "Key points more or less...found out Kajun was working for Sector Seven, I more or less made up with my father, trained with my mother...had some encounters with Meifang Lapislazuli."

"?!" Tsubaki nearly spat her drink out at that, "Wait...Meifang? As in Colonel Meifang of the 0 Division, the Wings of Justice?!"

"Well...yeah," Mai replied.

"...What did you do to get _her_ to go after you?" Tsubaki asked in worry.

"...When we first met, she wanted my body-not in that way, Makoto!-and...attacked me," Mai explained, "After that...yeah. She's pretty much a masochistic somewhat psychopath."

"...But...that can't be…" Tsubaki whispered, "She's supposed to…"

"Yeah, what you heard? A cover up to hide who she really is," Mai sighed, "...Then again, the Wings of Justice themselves barely even represented the word."

"...Why?" Gwen cautiously asked.

"The Wings of justice...well they only deploy if the Imperator orders them to do so, or if someone just below her in terms of rank gives the orders in her place...and they go after someone that's a traitor to the NOL and judges them, or is a true 'possible threat' to the NOL or Imperator themselves," Mai explained, "The majority verdict...is death."

"?!" Tsubaki's eyes widened at that.

"Yep. Future sucks...um...our present...future present? ...Guh! I hate time travel!" Makoto exclaimed, tugging on her ears in frustration as she walked back over, a smoothie poking out of her tail.

"...Makoto," Tsubaki spoke, earning the squirrel girl's attention, "Do...you know what squad I was in?"

"...why?"

"After hearing what Mai, said...something...came back up in my head, and…" Tsubaki paused, gripping her shaking hand a bit, "I...I need some confirmation."

"In all honesty, Tsubaki, I do not know where you went to in the NOL," Makoto replied as Kajun entered with Rook and Kevin...the purplette poking Kevin's left arm which was covered in wood.

"So you are capable of creating a malleable armor utilizing various materials? Fascinating," Kajun noted.

"Hey, Mai?"

"A moment please, Makoto."

"It's kinda important."

"A…"

"I'll get Ben to turn into someone that makes you seem dumb."

"Excuse me?" Kajun questioned.

"Don't drag me into the insanity!" Ben called from the kitchen before looking over at Noel and cringing a bit at seeing her grinding up something that looked like a moldy tomato...with teeth.

"You're a smart gal. You know where each of us went to in the NOL?" Makoto asked, "Tsubaki lost her memories due to Clockwork."

"Again, your fault for making me sick in that form!" Ben called over the blender.

"You already know yours, Makoto, but I do know where you each went," Kajun replied, tapping on a tablet she pulled out of her coat before turning it around, showing a set of three files, "But if you need refreshing. Noel became the secretary to Jin, you went into the information department under Captain Hazama, and as for Tsubaki…" she noticed the red-head's current state and sighed, "It was in the Zero Division, codenamed the 'Wings of Justice.'"

"...I knew it…" Tsubaki whispered.

"...What...did you remember exactly, Tsubaki?" Makoto cautiously asked.

"For now...an order and what division I was in…" Tsubaki answered, "I...I don't recall who ordered it, but…"

"...But what?" Mai asked in concern.

"...I…." Tsubaki paused, grabbing her shaking hand as she took a slow breath, "I...was ordered to go after Noel and Jin for betraying the NOL."

"?!" Noel dropped her cooking utensils at that, eyes wide in shock as she slowly looked at her friend, "Wh…..what?"

"Hmm…" Kajun looked at her tablet again, scrolling on Tsubaki's file, "Ah, yes. Before arriving here, I was able to get your recent orders. Your orders came from Captain Hazama himself."

"...I knew it. I KNEW that guy was bad news!" Makoto exclaimed, "Oh-hoh-hoh! Ben, go Clockwork and spew things out 'till he shows up so I can punch him to the moon!"

"Not doing it!" Ben replied.

"Good. If he did, there's a good chance he could summon Azrael or worse….._it,_" Kajun stated, making Makto pale at that, "And before anyone ask, no. If I say what _it _is, there's a chance it could cause a butterfly effect, alternate timeline/universe or not."

"...Okay seriously, I don't know what 'it' is, but all I do know is something caused the aliens to leave Earth in the future," Ben spoke, "Can you...I don't know, tell us what 'it' is called at least, or show us a pic of it to give us a partial idea?"

"...Are you sure you want to know?" Kajun asked in a grim tone.

"Yes. You think it can be worse than Dagon? A literal ancient being of evil with telepathic powers and reality manipulation?" Ben argued.

"Still can't believe you just stabbed the guy and didn't do something nuts like go Ultimate Alien X," Kevin muttered.

"And risk forming more personalities?" Ben laughed, "No thanks. I'm good with the two I already got."

"...Fine…" Kajun sighed as she tapped something on her tablet, "Just to warn you…you were the one who asked."

After a moment of silence, Kajun placed the tablet at the center of the table and a holographic image popped up. The image itself...it made those in the past...er, present's blood run a bit cold. It seemed to resemble a giant, demonic 8-headed dragon with scales as black as the night with blood-red lines going along its body, each head sporting a pair of demonic red eyes.

"What...is that?" Rook asked.

"The Black Beast," Kajun replied, "It appeared one day in Japan, killing everyone and destroying everything in its wake, producing something known in our time as 'Seithr' that created mutations in any organic being that came in contact with it. By the time it was destroyed, the world population was cut in half…and even with the Black Beast finally gone...the damage it caused was too severe. The ground...became uninhabitable."

"...It's why we had the Hierarchical Cities built up on large mountains...to stay safe and prevent mutation from the Seithr," Makoto added, her ears drooping a bit.

"..." Ben scratched his chin, seeing how badly the mood dropped he needed something to revitalize everyone's moods, well for starters he put his ice cold drink up to Makoto's head, making her jump in shock and fall over, "Better?"

"...Cold...but a bit, yeah…" Makoto muttered as she stood up.

"I still say not as bad as Dagon," Ben smirked, "He turned the entire universe into his slaves. We still stopped him. I bet if that thing ever does show up...we can just borrow Ascalon from Azmuth."

"Azmuth?" Kajun repeated.

"Smartest being in three, arguably five, galaxies," Kevin explained in a tired tone, implying it was something that they were reminded of..._A Lot_.

"The famous sword from the story of St. George and the Dragon was one of his inventions, a sword that can harness the fundamental powers of the universe itself...making the user the strongest living being just shy of Omnipotence," Ben explained, "It took me a second to figure it out...George was so much better at it. I bet if he were still alive, he could have taken it out..."

"Amazing," Kajun noted...before looking at the Omnitrix once more.

"I still can't believe how simple it is to hear that such amazing things happened…" Tsubaki sighed.

"I can't believe St. George lived for centuries and wasn't a dragon slayer but a demon god slayer…" Makoto added.

"I still figure after Alien X, nothing can shock me," Ben muttered.

"Alien X?" Kajun repeated.

"...Do I have to tie you up, Kajun?" Makoto asked.

"..."

"Yeah. I thought so…"

"...I suppose I'll look around for now then," Kajun sighed as she began to walk off, "...Oh Tsubaki? You wouldn't happen to have any notes of each of Benjamin's forms, do you?"

"Laptop's over there," Tsubaki sighed.

"Th-"

"Nothing on Alien X or Clockwork," Makoto ordered.

"...Fine…" Kajun pouted a bit.

"Yeah...I am apologizing for her in advance," Makoto apologized as Kajun walked off to get it as Mai patted Tsubaki's shoulder in a comforting gesture.

"It's fine. Just…" Ben paused as he shuddered a bit, "Those eyes...now I see what got Argit so freaked out."

"Oh trust me...you haven't seen her Science Mode at full blast," Makoto stated.

"It's not as bad as Gwen when she's mad at me and Kevin, is it?" Ben asked.

"Hey!" Gwen scowled.

"Just...just trust us," Mai spoke, "If you see that unsettling gleam in her eye...one that practically screams 'science'...run."

"We joke around that the safest place is jumping into a volcano, so make sure to be Heatblast when she does get that look," Makoto noted.

"Yeesh...noted," Ben muttered.

"Man...Ben knows how to pull all kinds of girls towards him, eh Rook?" Kevin jokingly asked, only to get silence from him, "...Uh Rook?"

"Hmm?" Rook blinked as he looked over at him, "Did you say something?"

"...That Black Best thing got you that spooked, huh?"

"A bit, yes," Rook replied, "But I was also paying attention to Noel cooking."

"Oh that...ah. Ben, squirrel girl, and her friend were probab…" Kevin began as he looked in the kitchen, doing a double take once he saw the food, "...Why is it censored?"

"Gh?!" Makoto and Tsubaki tensed at that, "...Cen...sored?"

"Yes!" Mai beamed.

"Is she producing something from the Anur System using ingredients for a pizza?" Rook pondered with a raised brow.

"..." Makoto and Tsubaki slowly looked at one another, not sure how to answer that.

"I don't know what an Anur System is, but I can't wait for that pizza…" Mai smiled excitedly.

"...I feel like we're missing some context here," Ben muttered.

"Mai has some really sensitive taste buds, so much so that whatever she taste...she feels the memories of what it belonged to," Makoto answered.

"I-I'm sorry. She feels the 'memories' of what she tastes?" Gwen asked before looking over at the excited bluenette, "?" her eyes turned a solid magenta for a moment before she groaned while holding her head, "Ow! What the heck?"

"Gwen, what's wrong?" Tsubaki asked.

"I was trying to figure out why that was happening," Gwen explained as Kevin was quick to be by her, "I could only get a glance before my head started to feel like it was struck with a wrecking ball."

"...Uh... it's really complicated…" Makoto scratched the back of her head, "...Tsubaki, you try and explain."

"...like Makoto said, it's really complicated…" Tsubaki explained, "But in our time, we have some powerful items called Grimoires, relics capable of producing great magic. For example, there's the Truth Grimoire, which takes the appearance of a hand mirror and has the ability to let you see who your true self is."

"Then there was that Compensation Grimoire that gave Mai amnesia. Though how the heck one of Noel's riceballs equaled memory loss I have no idea," Makoto recalled.

"Then there was the Conversion Grimoire that Mai used to turn some cookies Noel made into a dinner," Tsubaki continued to add.

"Oh! Remember when Mai ended up as the Intermediary Grimoire and gave Taro Noel's cooking skills for a bit?" Makoto asked.

"Don't remind me," Tsubaki shuddered.

"...Okay, but why does that have anything to do with Gwen getting a sudden headache after looking at your friend?" Kevin asked.

"...Funny enough. I…" Mai began with a sheepishly chuckle, deciding to get in on the explanation while waiting for the food, "I was temporarily one, and...this will sound weird, but I have one inside of me…"

"...huh?" everyone looked at her.

"Like Makoto and Tsubaki said...really complicated."

"Th Grimoire fused with Mai is called No Name, also known as the Pure Grimoire," Kajun spoke upon entering the room, not once turning to face the group as she focused on Tsubaki's laptop, "Normally it's a blank Grimoire that gains the power of any code put into it. For example, if an Earth coding is put into it, it would have power over earth, wind would give it wind powers, and so on. It's even capable of gaining the powers of the Azure, making it possible for it to become another Azure Grimoire."

"Which...I was temporarily," Mai added, "I won't say how...but before our first year ended, I lost the power of the Azure, but it made No Name stronger."

"...Say wha?" Makoto gawked.

"No wonder I'm getting a headache from trying to look at you with mana," Gwen noted, "This 'Pure Grimoire' you're fused with doesn't have a defined state. Looking at it is like trying to make sense of a puzzle on a roller coaster that's also spinning around at a high velocity...while having a cold."

"Yeah...Grimoires can be pretty confusing at times…" Makoto chuckled a bit, "...Then again, they were created by the Great Mage Nine, one of the Six Legendary Heroes that took down the Black Beast."

"I'm honestly surprised you remember that, Makoto," Tsubaki noted.

"Hey. I can pay attention at class," Makoto argued, "...I just choose not to most of the time."

"Like Ben," Gwen noted, "Which reminds me...did you complete those online courses I suggested?"

"Tsubaki lost that bet when he did," Makoto noted.

"...Greymatter or Brainstorm?" Gwen asked.

"Greymatter…" Tsubaki sighed.

"Of course," Gwen sighed.

"Yeah. He uses Brainstorm for minigolf to get a hole in one on all the holes," Kevin joked.

"He's not wrong," Makoto chimed in while shooting Ben a slight stink eye, "We took Rook to a minigolf course once on a day off...and he used Brainstorm on each one."

"Hey, not my fault no one makes a rule to not use devices like the Omnitrix," Ben replied, an amused grin on his face.

"...At least I got you back during that lacrosse game we played," Makoto smirked back.

"They're even going on dates," Kevin noted.

"Was a bit worried after watching that tennis match in Paris on TV on the first day of classes when Julie kissed that guy," Gwen admitted before whispering to a confused Mai, "His last girlfriend."

"Ah," Mai nodded, "...Wait. How…"

"I'd rather not talk about it," Ben groaned with a slump.

"...Fair enough," Mai nodded a bit.

Makoto noticed Ben's current mood, a slight sigh escaping her lips as she took her own smoothy and placed it on his neck, making him jump a bit, "Better?"

"Ack! Why you...huh. Think so," Ben replied, rubbing the back of his neck where she put the cold drink on, "Thanks…"

"You did the same for me. Just returning the favor," Makoto replied with a light wink.

"Aw…" Gwen sighed teasingly, "Look at you two bonding."

"This is payback for calling you a dweeb, isn't it?" Ben asked.

"You got it, doofus," she smiled.

"...Fine. B-"

"Done!" Noel called as she came in...carrying out a censored out pizza, "Sorry it took a while. I had to keep checking the oven to make sure it came out just right…"

"Kevin, you wanna handle that…?" Makoto and Gwen spoke, shoving him forward.

"I don't think they've forgiven ya yet…" Ben muttered.

"...I'm so getting you back for this, Tennyson," Kevin hissed as he picked a slice up and took a bite, "...huh. This isn't th…"

* * *

"D'oh…." Kevin groaned as he laid on the couch, his face a pale green as he held his stomach.

"...Not sure if it was worth it," Gwen admitted, putting a cold cloth on Kevin's sweaty forehead.

"Kill me…" Kevin groaned.

"Good. Now he'll know never to do this nonsense again..._Ever_...again," Makoto crossed her arms.

"Ah~! So good~!" Mai moaned between bites of the pizza, "Oh I missed your cooking so much, Noel…"

"I'm really glad you like it, Mai," Noel smiled, "Oh! I was gonna make some more cookies later, along with some...oh! Better yet...I can make some kitchen sink brookies! You w-"

"YES PLEASE!" Mai beamed.

"Can Mai eat all that?" Ben asked, "Not asking health wise...talking stomach capacity wise…" he explained with a sigh as he started slowly scrolling the Omnitrix.

"Be thankful she's not a Beastkin, otherwise Noel would run out of cooking materials," Makoto answered.

"Wouldn't that be better since then you'd never have to...you know…" Gwen motioned to Kevin as he burped and groaned in pain.

"With Makoto's appetite added to it?" Tsubaki chimed in, "While tempting...no. The academy...nay, the entire Hierarchical City the Academy is in would run out of food."

"Alright I got it." Ben sighed, slapping the Omnitrix as he shrank into Upchuck. He bounced into the kitchen before landing on the table, "You good?" he asked a confused Mai.

"I am," Mai answered before taking another bite of her pizza slice

"Good, then dibs!" he smirked as four tongues slithered out grabbed the entire thing and pulled it into his mouth and swallowed it in one bite. He then burped, letting out a bit of smoke as if an explosion went off inside him.

"Hey~! I wasn't even done yet."

"I asked if you were good." he smirked, sitting down and patting his belly before becoming very aware of Makoto and Noel looking at him, "...Don't you dare...don't you dare...don't you d…"

"Kawaii!" the two squealed as they hugged him.

"Should've turned back the moment you finished, Ben," Gwen noted in amusement.

"Mmph!" Upchuck groaned...his face stuck once more in a certain area of Makoto's.

"...Makoto, you're doing it again…." Tsubaki sighed.

"But he's so adorable!" she argued, moving aside to let Noel hold him, "Look! He's a pudgy cute froggy thing...the tongues are weird...but the rest is adorable."

"How was he capable of consuming Noel's cooking?" Kajun pondered.

"Gourmands are capable of consuming anything, even entire planets," Rook explained.

"Ben took that up one...he ate an actual small star," Gwen added, "Like an actual star of limitless energy...and he ate it...then belched out a beam so big...he obliterated Mt Rushmore and the old Plumber base within. Also probably destroyed the Forever King..."

"...Please tell me Kajun didn't hear th-" Makoto began before something blurred by.

"Eh?" Noel blinked before looking down, seeing that Upchuck was no longer in her arms, "...Oh dear."

"You were able to consume a star? Yet you're still alive," Kajun's voice noted, her head in Upchuck's mouth, "No burn damage and I cannot even see that far in your throat…" she pulled her head out as she looked at him, "Interesting…truly interesting...Could it be you have a pocket dimension for a stomach?"

"...Makoto, I'm starting to see that unsettling gleam in her eyes!" Upchuck freaked.

"Quick! Different form!" Makoto yelped as she jumped over and poked the Omnitrix, replacing Upchuck with Ditto.

"Kawaii!" Noel squeed.

"Oh great...Out of the cute pan and into the cute fire!" Ditto complained, "I'm telling ya I don't get paid enough for this."

"What is this and why is it so adorable?" Mai asked.

Ditto sighed, "I'm not getting out of this unless someone gets to hug me, am I?"

"Considering the last time you turned Ditto before I left? More than likely," Gwen replied, "Ditto is a Splixson, an alien race that can duplicate."

"Duplicate?" Kajun asked before Ditto split into five.

"Ta-dah!" the five cheered before the fifth yawned and laid down on his side.

"You barely even showed up and you're lazing off already, Five?!" Ditto 2 exclaimed in disbelief.

"Meh…" Ditto 5 lazily waved off.

"Hello~ Nurses!" Ditto 4 exclaimed with a wolf whistle at Mai and Makoto.

"Take him down!" Ditto 3 yelped as he and 2 jumped 4, grabbing some rope.

"Ah...this has been happening ever since I got this form back...This never happened as a kid." Ditto Prime sighed.

"Hey! Not my fault they've got curves in all the right places!" 4 argued before a sock was shoved into his mouth, "Mmph!"

"This is why we always send you in first when we use Ditto to fight," Ditto 2 sighed.

"Adorable!" Noel cooed, hugging Ditto 5, who merely shrugged and just let her carry him, "And soft...it's like hugging a stuffed animal."

"Only drawback to this guy is that when one of us is h-YOW!" Ditto Prime began before all five yelped.

"Sensory feedback. Quite a downside to this form," Kajun noted as Ditto 3 grumbled, rubbing the cheek she had pinched.

"Wise woman, huh?" he asked, rubbing his face before taking her laptop, "Keep away!"

"Ah! Come back!" Kajun called as she gave chase.

"Huh...I wonder if this is what Grandpa saw the time he did this to me when we were on that first summer vacation and he used Ditto to do this with my laptop," Gwen noted as 3 tossed it to 2.

"Ooh! Makoto, I just thought of something. Didn't you wanna know what Tsubaki was looking at last week?" Ditto 2 asked, "I got the search history up~!"

"...Toss it here. Toss it!" Makoto beamed as she held her hands out.

"Don't you dare!" Tsubaki barked, cheeks red.

"Hut Forty-two! Hut Forty-two! Hut Ten!" Ditto 2 cried, forming more clones as they began tossing the laptop around before finally tossing it to Makoto.

"Mine!" Makoto cheered before Tsubaki caught it.

"Oh no you don't!" Tsubaki called, running away with it before a Ditto grabbed her leg, causing her to drop it into another Ditto's hands.

"Ooh...Shiny…" the Ditto giggled with glee.

"12, don't get distracted by how shiny it is!"

"Rook, help! We can't let them see our project!" Tsubaki shouted.

"Alright, Ben...s…" Rook began before the Ditto's all turned to him.

"DOGPILE!" one Ditto shouted, jumping Rook and multiplying 'till it was too much for him to carry.

"Woohoo! Bonding!" one Ditto cheered running with the laptop, "RUN AWAY!" he panicked as Kajun chased him.

"I am so sorry for my other selves," another Ditto apologized, bowing repeatedly to everyone, "Please forgive them."

"I'm open!" Makoto shouted as she held her arms up.

"Go long!" the laptop-carrying one called, tossing it.

"Got it!" Makoto beamed as she caught, "Now to see what this 'project' is~"

"I am sorry for this," Tsubaki sighed as she tackled Makoto over and out the open back door.

"...So what was it like?" a slightly chubby Ditto asked, removing the sock from 4's mouth while he had stars in his eyes.

"Heaven~ And Tsubaki is really risque if you know what I mean. Even more than Makoto," Ditto 4 giggled in glee.

"NO, I'M NOT!" Tsubaki squeaked.

"I wish I was willing to stub my toe to shut you up." Ditto Prime sighed.

"...Wait, did you look up our skirts?!" Makoto exclaimed.

"No, I was tied and pinned to the floor on my back. You're the ones who came over me," Ditto 4 replied.

"Eek! Don't kill him! You'll kill us!" Ditto Prime yelped.

"Aw great. Now we gotta protect Four from himself...again!" Ditto 8 exclaimed.

"Makoto, close that laptop this instant!" Tsubaki barked.

"Oh relax! It can't be th…Teenage Heroes? ...Wait. Was this because of that one comment I m-hey!"

"Rook, heads up!" Tsubaki shouted as the laptop was tossed towards Rook, who managed to get out of the pile of Dittos.

"I got it!" one Dito shouted, attempting to jump up and grab the Laptop before Kajun's hand shot out and grabbed it, "Aw poo…"

"Ah, finally," Kajun noted, not paying attention to the floor.

"Ooh-la-la~ Not as risque as Tsubaki's but still nice," Four giggled in perverted glee.

"...Four...Whyhyhyhy~" Prime groaned, facepalming.

"RUN!" one Ditto shouted, "It's the end of days! Every Ditto for himself!"

"I'm too handsome to die!"

"I'm too young!"

"Meh…" one Ditto shrugged indifferently.

"Zzz…" Ditto 5 gave a squeaky snore, now asleep in Noel's arms.

"Ben, why don't you just turn back?" Gwen sighed, rubbing the side of her head to work through the headache this all was causing.

"...Huddle!" Prime called as his duplicates, minus 5 and the tied up 4, were pulled into a huddle with loud muttering going off in it, a Ditto at times poking up to wave at them before another grabbed their head to pull them back into the pile, "And break!" two Dittos grabbed 4 and 5 before a green flash went off as Big Chill replaced them, "And now...I hide." he turned transparent and phased through the floor.

"...I wanted to keep one…" Noel pouted.

"Check the trunk of Ben's new car," Gwen replied, giving Kevin a look, "Kevin still had some stuffed dolls of Ditto from a bad idea."

"It was clever! Oh...regret...oh...the pain...it's like heartburn...but my heart's really on fire…"

"I feel for you," Kajun nodded as Noel sped off to get the doll.

* * *

"And this is Plumbers HQ here in Bellwood," Ben stated as they exited the elevator the next day, "And, yes, all the Plumbers here are also trained to be the repairmen plumbers to keep cover for the store it's beneath."

"...I...I am...I…" Mai muttered in disbelief, wearing a pair of jeans with a white tee under a brown vest, "..."

"Yeah...still surprised we once had Aliens living here on Earth," Makoto nodded...while keeping her tail wrapped around Cajun, wearing a blue skirt, a teal blouse, and her lab coat.

"Makoto...please let me go."

"No...Jerry doesn't need you blowing up HR with complaints." Makoto sighed, "Poor little guy has so much work as is after the attempt at break out a week back."

"You went Clockwork around Makoto again, Ben?" Max asked as he walked up.

"It was an accident...I wanted Cannonbolt!"

"Mai, Kajun, this is our Grandpa, Magister Max Tennyson," Gwen introduced, "Grandpa, Mai and Kajun."

"The same Kajun Makoto, Tsubaki, and Noel keep warning me to keep away from the more dangerous things in the base?" Max asked.

"Yes…" the other four girls all nodded.

"Pateliday," he motioned as the second in charge took a picture.

"I'll be sure to warn the Tech teams and research division that this one can be a might bit...jumpy…" he spoke, "But I'm sure she'll also be right at home in those same divisions of the base, so...that'll be interesting."

"...If you see an unsettling gleam in her eye that screams science...run," Tsubaki advised.

"Provided you have something to distract her and keep her focused on it," Makoto added.

"Good to know," Pateliday nodded

"Well I have the paperwork from before to help them out all ready," Max sighed, "I had a feeling I'd need a couple copies."

"A...Are we getting drafted?" Mai asked.

"It's easier than making false paperwork and hacking computer systems," Makoto replied.

"Plus making you Plumbers means you can live on any planet in the Milky Way," Max added, "Also remarkably easier then exactly what Makoto said...I can just tell folks you're human looking aliens."

"...Given how certain people are in the future, I...suppose that's not wr-" Mai began before tensing, "...where's Kajun?"

"I was just about to let her go with Patel…" Makoto began before noticing her tail was wrapped around...nothing, "...Code S. We got a Code S!"

"Makoto, don't shout a C…" Max began before a yellow light began to flash as a whooping siren went off, "...Code S…"

"I take it that it means something else than what Makoto calls it," Mai deadpanned.

"Spill. Toxic spill," Max sighed as he pulled out a badge, "False Alarm!"

"Oh...eh heh...my bad…" Makoto sheepishly chuckled as the siren turned off, "...But seriously, we need to find Kajun before…"

"You two are doing it wrong," Kajun's voice spoke.

"...Please tell me she isn't near Blukic and Driba's workstation…." Tsubaki sighed.

"What are you talking about?! We…" Blukic's voice began.

"You forgot an equation in this formula."

"Told ya…" Driba deadpanned.

"Did n-"

"And you didn't add this up correctly."

"Told ya," Blukic stated.

"...eh?" the group blinked as they rushed over, peeking inside to see Kajun focusing on a blackboard as Blukic and Driba...well argued as usual.

"Perhaps if you add it like this…" Kajun muttered, taking a nearby marker as she began writing some stuff, "...Done."

"Wha…" the two Galvan blinked as they looked at the equations on the blackboard, "..."

"...Should we check her and see if'n she's a Galvan in a suit or another Albedo?" Blukic pondered.

"Maybe."

"You…" Makoto began before blinking, "...Actually given how smart she is…"

"How smart is she exactly?" Ben asked.

"She was the smartest girl in the entire school," Tsubaki answered.

"You...you could give her a test to prove it," Noel offered.

"That's a good idea. We'd know where she'd do best," Max nodded.

"...This should be interesting," Kajun noted with a small smile.

* * *

"Okay. These should be simple enough," Driba said as he and Blukic placed some papers before Kajun.

"Just be sure to turn them in o-" Blukic began.

"Done."

"That fast?!" Blukic and Driba gawked.

"Yes," Kajun nodded as she pushed some paperas forward, "After reading on some notes Tsubaki had before coming here, it was simple enough really. Oh and those trick questions were a nice challenge."

"Are we sure she's human?" Driba asked.

"I can assure I am 100% human, yes," Kajun answered.

"Yeah she….she's really that smart," Makoto added.

"Honestly? I think she has a photographic memory," Mai noted.

"Well...what a twist." Driba muttered.

"She's almost as smart as us," Blukic added.

"Good in human standards, not so much in the Galvan standards." Ben explained.

"Am I to take it...they are...not the highest rung of the Galvan brain ladder?" Kajun asked.

"Ehem!" Driba coughed reminding them they were still there, "I'll have you know that we are on Earth because we were chosen to help in a one of a kind mission...which we have yet to accomplish due to the enemy fleeing! But still we are more than trustworthy!"

"We done lost it at Area 51…" Blukic blurted.

"Area 51 yet again," Ben shook his head.

"W-wait...that...that's real?" Makoto asked, "That super silly ancient story of a secret base filled with alien stuff is real...and seperate from the Plumbers!?"

"Kinda...it's not a secret base so much as...a glorified storage warehouse," Ben shrugged.

"And previously performed illegal incarceration," Max scowled.

"...Yikes," Makoto cringed.

"Yeah, I try and forget that so I don't end up visiting the guy who ran it as Humngousaur and return his car to him after practicing origami with it," Ben added.

"...Noted."

"...How's Mai holding up?" Makoto asked as she looked over at Noel, who was sitting near the bluenette as she focused on some papers.

"Here...and here...ahh..please tell me this is the last one…" Mai begged a bit, her wrist starting to hurt.

"Just one last signature here," Noel noted.

"Oh thank god…" Mai sighed in relief as she did so, "And done...ahh...not even training with my spear with mom was this hard…"

"Spear?" Noel repeated.

Mai held out a hand. For a few moments, nothing happened. Mai blinked twice before holding her hand out again. The moment became awkward as she shook her hand.

"Time travel, Mai," Makoto reminded, "Whatever you're trying to call out may not even exist right now."

"...Rats…" Mai slumped, "It was such an awesome spear, too…"

"Oh me and the boys can try and make you a temporary replacement," Kajun spoke as the Galvan hopped onto her shoulders, "It'll be my first project."

"A spear...primitive, but effective," Driba muttered.

"No it ain't."

"Yes, it is."

"No, it ain't."

"They do that," Max chuckled.

"I get the weirdest sense of Deja vu…" Ben muttered.

"Me too…" Max sighed, with a teasing smile.

"Takes me back to when I was eleven and you were ten, Ben," Gwen noted, "Though not as loud and more friendly between the two."

"Hehe...not as loud...hehehe…." Max laughed, "Oh good one, Gwen…you haven't seen them get bad...lasers...lots of lasers."

"While we tend to try to do this as quick as possible, there's going to be a small delay in processing this today," Max noted, "So they'll have to report here tomorrow for their uniforms."

"Understood."

"We could use today to check out Undertown," Gwen noted, "At least this time, we can actually look and not be attacked by Tetramands due to Kevin."

"Trust me, Kevin, a crossed Tennyson woman doesn't forget easily," Max chuckled.

"Urp...noted…" Kevin groaned, finally speaking after trying to keep his stomach contents down...only for his face to turn green again, "D'oh...I can still see grey…"

"...What?"

"We had him try Noel's latest Dea-I mean Dish...Everything Pizza," Makoto replied.

"Ghh…" he covered his mouth, "My stomach is dying…didn't she even taste it before cooking it?"

"Oh no. I make it a rule to never taste my own cooking," Noel answered.

"I need to...die…" he groaned, falling over, "I think I need a full body detox...and a new stomach."

"Oh don't worry. I'll get ya something similar," Max sighed, dragging Kevin away.

"Well, we're down a guy," Ben noted.

"Meh. I'm sure he'll be fine," Makoto shrugged, "Anyway, let's head to Undertown. Ragna's probably doing something interesting down there anyways…"

* * *

"Damn it, Tao! Come back here!" Ragna snapped as he chased after Tao, a bag in her mouth as she ran on all fours, "I just paid for that damn it!"

"You're it, Good Guy!" Tao beamed behind the bag in her mouth.

"Ugh! Not this shit again!" Ragna groaned as he ran past Ben and the others, "Hey kid!"

"Again, my name is not kid!" Ben argued.

"Beat me in a fight and we'll see!" Ragna shouted.

"What was that?" Gwen asked.

"That was Taokaka, or 'Tao' for short, and Ragna," Makoto replied, "This...yeah. This is their usual bit when Ragna's not busy helping around."

"Tao, I swear to whatever Space Gods are out there that you better give me my lunch back or…!" Ragna began as he leapt at Tao, only for her to jump out of the way of his lunge as he crashed into a cart.

"My cabbages!"

"Damn it, Larry...I keep telling you to move it…" Ragna groaned as he lifted himself up, bits of cabbage on his head.

"Same old, same old," Ben sighed, walking over as he helped him up, "What did Tao steal this time?"

"Some BBQ chicken wings…" Ragna replied, earning a look from Ben, "...Oh relax. It's not from that idiot chicken Liam. I just went up to the surface with some Earth cash I found during a delivery for Pakmar. Moment I get back? Tao instantly snatched it from me and we're playing tag…again."

"...Need help catching her?"

"Would appreciate it, but trust me...trying to chase after a Kaka clan cat is like trying to catch a speeding bullet...said speeding bullet being energetic as hell."

"..." Ben slapped the Omnitrix as he turned into Chromastone, "Hey Tao!" he called, getting her attention, "Want the shiny?" he asked, flashing a simple light around to get her attention.

"?!" Tao tensed from her perch, tail shooting up as she looked at that light, "...Shiny dot~! Tao...must…CATCH~!" she declared, dropping the bag as she leapt for the light.

"Oh look! It's over there! No wait! Over there! Up there! Down there!" Chormastone spoke as he began shining the light at different spots each time Tao landed where the last use to shine. This kept up until she became a blur of motion...and finally just fell face first with a tired groan and slight growl of anger at her inability to catch the dot.

"Meow...Changing Guy mean, nya…" Tao whined.

"More like you just have too much energy…" he sighed, "Ironic from me but ah what you gonna do?" he spoke as he shone one final light in her paw, "There. See? You caught it."

"...I keep forgetting to buy a laser pointer…" Ragna muttered as he grabbed his bag, "Still...thanks, kid."

"One day I'm gonna get you to say my name like a normal person." Chromastone replied.

"Yeah. Like to see you try," Ragna smirked as he walked off, "Also good luck...Tao's your problem now."

"Tao...you wanna go home?" he asked the still tired Kaka clan guardian.

"Nyes…"

"Good...then let's go. I'm giving a small tour anyways."

"...nya?" Tao blinked before noticing Gwen, Mai, and Kajun..who was focused mostly on her tablet at the moment as she took notes, "...Oh hello, nya!"

"This...is kinda adorable," Gwen admitted, "She's like an adorable, hyperactive girl version of Rath."

"...Huh. She makes a good point," Makoto noted, "Tao is like a girl version of Rath."

"Oh! Kaka women still looking for him, nya!" Tao beamed.

"He's hiding somewhere up top!" Ben quckly declared pointing up.

"Oh...in the ceiling nya...Tao slept up their once…" she muttered.

"So...what's with her face? Its veiled in shadows like some kind of cheshire cat." Gwen pointed out.

"Something they do. Kaka clan women only show their true face to their mate." Makoto added, "And seeing their true face is the same thing as getting yourself hitched to them...so…" she shrugged.

"...Ben…." Gwen began with a frown.

"I swear I didn't see anything!" Ben quickly held his hands up, "I ran as fast as I could as soon as I heard that as Rath!"

"And I had to hide his face and lead him safely outside the village once they found out he healed their genetic problem," Makoto added, earning a raised brow from Gwen, "...Oh yeah. The Kaka Clan originally had a genetic problem here they can't go over 100, and Ben used the Omnitrix to fix that."

"Seemed like no big deal. Now all of them can live life however they want. As long as it doesn't involve me..." Ben added, muttering that last part.

"You do know one's gonna wait for the chance to reveal their face to you, right?" Makoto asked as she smirked a bit, "And at this point...heh. You would almost have a harem."

"_Harem_?!"

"Yup. One certain Kraaho girl, a certain Tetramand princess...whatever Kaka gal or lady that reveals their face to ya…"

"You…" Argit said as he walked by.

"...Excuse me…I need to go teach a rat some manners," Makoto frowned, making Argit tense as he ran, "Argit! You ruined a perfectly good joke!"

"Makoto, wait!" Mai shouted as she chased after her.

"No, I'm not thinking that," Ben told Gwen, who was giving him a look, "Ester is just a friend...for now...maybe… Looma is Kevin's fault." he reminded, making her chuckle, "And I am not keen on the concept of insta marriage. Also...hi. Yeah...I don't want to be that kinda guy. I wanna be like Dad...one girl...rest of my life...the right girl. For now, a date or flirting doesn't make me a jerk...does it?"

"...No. It doesn't. Just…" Gwen began with a sigh before giving Ben a stern glare, "Whoever you choose...don't screw this up like you did with Julie…"

"You can not turn this around on me," Ben smirked, "You lost an argument and had to resort to that. Come on. Let me have this, Gwen. It's been five plus years in the making. Come on...say I win the argument...come on...come on!" he laughed, elbowing her repeatedly.

"...I suppose…" Gwen sighed, "You have grown a bit...if not just barely."

"Oh...your humility...it's so sweet…" he laughed, leaning against Gwen to annoy her, "So humble~"

"Cut it out, Doofus!" she laughed, shoving him away.

"Can't 'cause you're my dweeb of a genius cousin," he replied, "Now I need to stop Makoto before she does something that makes the Plumbers pay for Argit's next half brained get rich scheme."

"AHA! My armor blocks your stupid quills!" Makoto shouted, swinging around a golf club she took from a random stall to chase Argit.

"Oh geez!"

"Makoto, stop! You might cause too much damage!" Mai shouted as she chased her, "We don't want a repeat of the carnival during our second year!"

"Not 'till I jam this club into his brain through his ear!" Makoto declared.

"Ben, help! Get your crazy girlfriend away from me!" Argit screamed.

"Again! Not my girlfriend!" Ben shouted as he ran off to chase after Makoto.

"For now," Gwen smiled jogging after him.

"...Hmm. Been a while since Makoto found someone she likes in that way," Kajun whispered to herself, looking up from her tablet as she followed after them, leaving a confused...yet snoozing Tao behind, _'Just hopefully this one sticks…'_

-linebreak-

Meanwhile, on the outskirts of town, three figures were seen as a storm began to brew above. They looked around before setting their sights on Bellwood. As they did...the storm seemed to follow them, as if they commanded it. A flash of lightning exposed the figures to be a trio of robots of different sizes.

-linebreak-

"Hmm?" Makoto tensed, "Weird...got the weirdest chill just now."

"But it's hot out...how?" Ben asked as they found a place to relax.

"That's why it's weird." she countered.

"...Maybe it's the animal part of you," Ben guessed before holding his hands up.

"...actually that might be a good point," Makoto blinked, "Animals due tend to sense change in weather a lot better than humans."

"So...the weather has changed?" Ben asked, "That's new...never faced anyone with that kind of gimmick…"

"...Wonder who they are?" Makoto pondered, "...Think they might go with a goofy villain name like 'Weather Master?'"

"This...I don't miss." Gwen sighed, "New random villains...its what I hate about being a famous hero…"

"You kidding? I loved this part, we stopped so many random masked villains all the time that summer." Ben laughed, "Weather powers are new so I wonder who I should use." he smirked looking at the Omnitrix.

"Ooh ooh! Go Big Chill or Arctiguana! Fight a thunderstorm with a snowstorm!"

"Oh god. You two really are made for each other…" Argit gagged from a barrel.

"Anybody wanna play Blackbeard!?" Makoto shouted, getting the attention of several aliens, "It's simple! You just jam a sword in the barrel until the stupid figure inside ejects out." she explained as she pulled a sword out of no where and aimed it at the barrel.

"Gh?!" Argit tensed at that, "I take it back! I TAKE IT BACK!"

"I'll try…" Plugg spoke, poking out from between two chubby aliens..

"Don't try! Don't try!" Argit freaked as he struggled to get out..

"Oh stop torturing him already." Gwen sighed.

"But...it's so...Fun!" Makoto complained.

"..."

"..."

"..."

"...Oh she has that stare…" Makoto paled, dropping the sword before shooting behind Ben, "Shield me!"

"Hey cut it out! Stop!" he laughed, "Oh come on Gwen. Argit deserves this...he sold Kevin and us out more times then he's had get rich quick schemes."

"Not true! I've done that a lot more in the off time we don't run into each other." Argit argued.

"And which of us nearly sold a universe destroying bomb to a group of war hungry space mafia frog?" Makoto countered, poking out from behind Ben.

"You're never gonna let that go, are ya?"

"Ever gonna fix your own mess?" Makoto asked, earning silence from the rat, "I thought not. Face it rat face...you're a goof. You'll only cause more trouble for us, so may as well get use to these bits."

"...Mmm…" Argit slumped before tensing when he saw Plugg pick up the sword, "...AH!" he freaked, smashing right out of the barrel as he ran.

"Hey uh...get back here!" Plugg shouted, "I haven't had my turn at Blackbeard yet!"

"Not my fault…" Makoto muttered, "Plugg just does what Plugg does."

"It's true!" Plugg shouted chasing Argit.

"See?" Makoto grinned a bit before flinching at the stern look Gwen gave her, "...Let's just go to where the baddies are."

"What about Mai and Kajun?" Ben asked.

"They'll be fine. Mai's taking her back to the base anyways."

"Let's go top side to see what's going on." Ben sighed.

"Right/hai."

* * *

Back up on the surface, the storm had reached Bellewood as the robots walked through the streets, examining the area before coming to a stop near Mr. Smoothy's.

=...Phase 1...commencing= one of the robots spoke, its hand going into its wrist before firing at a few tables, unleashing a blast of air that knocked the tables over.

=I would be pleased if I felt anything…= another of the three spoke before hold its hands out, causing a deluge of water to crash down on a statue of the place's mascot =Which I don't=

=First, the humans will fear us…= the last of them stated before unleashing a flash of lighting, causing the people nearby to flee and run as the lightning hit a car =Soon after, the rest of the universe will tremble in fear at the mere mention of the Weatherheads=

"NOOO-ho-no!" Ben panicked, seeing the damage to Mr Smoothy's.

"That...was inappropriately big for just a place where you buy drinks…" Gwen muttered just as a green flash went off.

"NOBODY HURTS THE SMOOTHIE!" Rath shouted, "They were gonna release a new flavor today!"

"Seriously? It's not l-"

"It involved chestnuts!"

"THEY MUST DIE!" Makoto roared.

=?= the three robots stopped in their attack as they turned to see the trio.

=The arrival of the interlopers altered a few facts within our plan…= the short Weatherhead stated.

=This is when a person with feelings would be panicking= the Weatherhead with a yellow tie added.

=We will implement Phase 2 ahead of schedule= the lead Weatherhead said, looking down at the briefcase in its hand as a red light was blinking on it.

"Rath's got a phase for ya! Phase beat your…!" Rath began as he charged, only to get blasted back by a blast of lightning.

"Lightning shooting robot...that's new." Makoto muttered before she was pelted by bullets of ice, making her crash into Rath.

"That hurt…" both of them groaned.

=Pain is something we do not feel= the short Weatherhead stated

=The only emotion we will bring to the galaxy will be fear= the yellow-tied Weatherhead stated.

=Something you humans will only have= the lead one added as it put the suitcase down.

"We get it..your robots...you have no emotion…" Makoto groaned.

"But they just...and the...OOh! Lemme tell ya somethin' alien robots with weather themed powers here to take over the earth; You messed with Mr Smoothy's! You can hurt me! You can hurt the thing I stand for! You can even hurt my feelings if I had any! But nobody...BUT NOBODY! HURTS! THE SMOOTHIE!"

"Or the chestnuts!" Makoto snapped as she shot up.

=We are doing you a favor. This place brings joy, and joy is a needless emotion, much like laughter, crying, and anger=

"ANGER IS ALL RATH IS!" Rath roared as he jumped and tackled over the Lightning shooter pinning him down.

"Wait. What about that…" Gwen began.

"SPOON!" Makoto declared as she charged, punching the short robot before grabbing the yellow-tied one and threw it into a car, "Hahaha...you guys go down really easy."

=Mockery...I'd be insulted...if I had emotions=

"Is that all you guys do?" Makoto asked, "Deny you have emotions you're clearly showing?"

=Lies!=

"Ha!" Rath roared punching his robot relentlessly, "You...are...surprisingly...sturdy!"

=We are made of a high durable metal, ergo..we do not feel pain=

"God such a b-ahh!" Makoto screamed when she was deluged with water before being blasted back by wind, "Oof…"

"I don't think physical attacks are the best pick with these guys." Gwen said, forming two barriers to block both their attacks from hitting Makoto.

"Grah!" Rath roared, being blasted into Makoto, The two having their fur/hair poof up from the residual static on Rath's fur, "Oh zapping doesn't feel nice...go figure…"

"Ya think?" Makoto deadpanned, "Mou...I wish Noellie wasn't busy…"

* * *

"And this is the garage for all the ships, tanks and other dangerous vehicles in the Plumber base." Noel motioned to Mai, "Apparently, Ben's not allowed in here for longer than ten minutes." she said as many an agent panicked upon hearing Ben's name as they ran to their personal vehicles.

"...What...did he do exactly?" Mai asked out of curiosity...and nervousness.

"I'm not sure...I think it involved an Alien named...Jury Rigg?"

"He made a sentient robot…" one Plumber muttered, walking past them.

"...Actually, you know what? Forget I asked…" Mai sweatdropped.

"I think Ben's joke about being a Vehicle Destroyer might be...accurate," Noel sighed.

* * *

"HA! Rath roared, tossing a car as it struck two of the Weather heads and sending them skidding back, "Oh yeah!" he roared before using his claws to slice up a car and turn it into boxing gloves.

"Oh come on, Ben…" Gwen sighed, seeing the destruction Rath was adding.

"What? She's done way worse," Rath pointed at Makoto.

"No I have not!" Makoto argued as she dodged a lightning blast.

"Yahuh!" he countered, punching the two Weatherheads and making them stumble back before he sent them flying away.

"Nuh uh!" Makoto countered as she grabbed a nearby trash can and tossed it onto the head of the lead Weatherhead.

"Have so!"

"Have not!"

"Liar liar plants for hire!"

"It's 'pants on fire,' baka!"

"Takes one to k-"

"STOP ARGUING LIKE CHILDREN AND **FOCUS ON THE FIGHT!**" Gwen snapped, her form changing for a moment as her eyes flashed magenta.

=The energy being is getting agitated=

=What an organic response=

=Yes...but how it benefits us= the lightning manipulator spoke looking at his arm as an energy bar began to refill =Your negativity is most useful=

"Wait...I'm not negative!" Gwen argued before turning to Rath crossing his arms, "Wha...I'm _negative_!?"

"Lemme tell ya somethin', Gwen Tennyson, my beloved cousin who has been my oldest friend since childhood...you are a Major buzz kill!" Rath declared.

"Wait a minute…" Makoto blinked, looking at the Weather Heads as they checked their arms, "AH!" she shouted before slapping Rath, knocking him down before grabbing Gwen and shaking her, "Stop! That's it!"

"Wha-What's it!?" Gwen panicked.

"They gain energy from negative human emotions! You're both just recharging them!" she declared, shaking Gwen more.

"Seriously?!" the two exclaimed.

=The oddly dressed evolved one has figured us out=

"Rude!" Makoto snapped.

=I'd be angry...if I had emotions=

"Wait...d'oh! He made me mad!" Makoto facepalmed.

"So...we can't fight them with negative emotions?" Gwen asked.

"Rath can't do that yo! He's ALWAYS ANGRY!" he roared as Makoto slammed her hand on the Omnitrix changing him to Shocksquatch, "Oh thank goodness, eh!"

"We need to do positive emotions, so...think of something funny to do!" Makoto suggested before looking back at the suitcase, the beeping getting faster, "I'm not liking the look of that suitcase!"

"I got it!" Shocksquatch smirked before rushing and tackled them over. He then jumped as he slammed his electrified fist into the shorter Weatherhead, pinning him to the ground.

=I...feel no negativity from this one…=

"Yeah, because nothing makes me happier than messing up the schemes of bad guys! Also, sorry, eh!" he chuckled.

"How did you know Shocksquatch could fight them?" Gwen asked.

"I dunno...I just know if you slap his Omnitrix, you can make him change," Makoto shrugged, "Honestly...I wanted him to turn into Way Big! I haven't seen that one yet!"

"Really Makoto…?" Shocksquatch deadpanned.

"I wanna see an Ultraman, dang it!" Makoto whined.

"You're a pretty big fan of toku stuff, ain'tcha eh?" Shocksquatch groaned, grappling with the lightning manipulator as their electricity surged around them.

"...Maybe…" Makoto muttered before jumping back from a blast that made a block of ice form where she had been, "Whoa-geeze!"

=Slight denial. Another negative emotion…=

"Guh...Not getting negative in a battle is harder than it sounds," Makoto cringed, her ears drooping a little before a mana barrier shielded her from another blast of ice, "That is so cool!"

"Thanks. Been training since I was eleven," Gwen replied before a strong blast of wind blasted into the barrier with the ice blasts, "Okay, now I'm getting annoyed. Venari glacies!"

The formed ice behind the two robots blasting at the barrier glowed before transforming into a pack of wolves and one bear made of it. The snarling and growls made the two robots pause in their attack to look behind them.

=Gust-O...If I had emotions, I'd be terrified= the shorter robot gulped.

"Then why did you gulp just now?" Makoto countered with a grin before the ice animals attacked the two, "How did you do that?!"

"Spellcaster," Gwen replied, "One of my teachers at college is actually a sorcerer, so I've been training under him. Feels nice to be learning it from someone and not just through a book and solo-practice."

"...Aliens...intergalactic space cops...transforming watches...and now witches and wizards that aren't prosecuted. ...Is it wrong that I'm starting to consider not trying to find a way back to my time and stay here?" Makoto pondered, "I mean if my family ended up here in this time, I'd love to get a place."

"Another point for the past, eh?" Shocksquatch laughed as he tossed the Weatherhead he was punching into the others.

=Gust-O, what do we do?= the electric robot asked.

=I am planning that, Shock-O=

=I think that they want another round= the short one noted, pointing at the ice wolves and bear.

=We see that, Hail-O= Gust-O replied.

"Wait...those are their names?" Makoto blinked.

"Considering they're named 'Weatherheads,' it fits, eh," Shocksquatch noted as Gust-O looked over at the Mr. Smoothy's building and then at Shocksquatch and Makoto.

[Those two generate a great amount of negative emotions when that was damaged] Gust-O observed in the form of a series of beeps.

[Agreed, Gust-O] Shock-O agreed in the same form of beeping.

[Shock-O, Hail-O, destroy it and make sure to have them see the machinery in it be destroyed] Gust-O advised.

[But what about the animate ice?] Hail-O asked.

[I can handle it] Gust-O replied.

"...They're not thinking what i think they are…" Shocksquatch realized as Shock-O and Hail-O aimed their arms at Mr. Smoothy's as Gust-O faced everyone.

"That they're gonna try and destroy Mr. Smoothy's, restaurant, masot, and all? Yeah...I think so…" Makoto whispered.

The ice wolves and bear charged only for Gust-O to swing an arm, unleashing a cyclone from his arm that shattered them and sent the shards at the trio.

"Spread!" Shocksquatch exclaimed as the trio quickly got out of the way.

"If anyone has any ideas, I'm all ears!" Makoto said before yelping, ducking under a lightning blast while pulling her tail down, "Watch the tail!"

"Don't...you...think what I think you're thinking, eh!" Shocksquatch as he used his electricity to cling to a light post, preventing him from being blown away.

=Commencing destruction of object that brings joy=

"And they thought it…" Shocksquatch growled before tapping his emblem once more, making a flash of light and being replaced with NRG, his bulky suit causing him to drop to the ground, "Da. I can work with this."

"Oh clever!" Makoto cheered, hiding behind him to avoid the wind.

"Step away or be smelted!" NRG shouted as he fired a radiation beam at the ground, making it warp and melt.

=Interloper has changed to a being with high radiation...It will not stop us=

=Correct. We do not feel fear=

"These guys are a broken record…" Makoto deadpanned.

"Da, but I guess that's to be expected of defective clunkers of robots," NRG added, "It's time to recycle them into something more useful," he spoke as his arms began glowing.

He then grunted as he jammed his hands into the ground. As the heat in his hands grew so powerful that sparks of energy came off them, the heat traveled along the ground as it melted the pavement into a lava-like state which swallowed the three Weatherheads up to their waists.

=...Well...this disrupts our new plan…= the short Weatherhead spoke.

=But Phase 2 is still in effect= the yellow-tied one stated

=Indeed. It is too late now…=

"Too late?" Gwen repeated before looking back at the beeping suitcase, "Oh shoot!"

"Get behind me!" NRG shouted.

"Already ahead of ya!" Makoto shouted just as the beeping hastened, "Wait...what is that thing anyway?! A bomb?!"

=Typical human response...it is Phase 2...A weather machine=

"...Huh?"

"Wait...Is that what's making the storm above us?" Makoto asked.

=Correct=

"So...if I break it...will it stop?" NRG asked.

=...Correct, but…=

"Too late! Going to break!"

"Ben, wait d-" Gwen began before NRG fired a blast that hit the suitcase, "...Oh my god…"

"Vhat?" NRG demanded.

"He said 'but!' You always wait when someone says that!" Gwen groaned.

"Since vhen have I ever done that, Gwen?" he argued simply, "Besides, what could possibly happen?"

"...Maybe that?" Makoto asked as she pointed at the storm above, which looked like it was starting to get a bit more violent.

=If I could display exasperation, I would= Gust-O noted, facepalming.

"...Okay. Maybe zat was my bad…" NRG muttered.

"YA THINK?!" Gwen and Makoto snapped before barely dodging a huge bolt of lighting from the storm.

=If we could, we'd be showing joy. The storm will cause so much fear=

"You know as it stands...you three could get blown up…" Makoto pointed out.

=...=

"...Seriously? It n-" Makoto began before some fierce winds began to blow into the area, "Ahh!"

_=Makoto, what's going on up there?=_ Tsubaki's voice came from the communicator

"I...shall take...partial responsibility…" NRG grunted, planting his feet as the girls clung to his giant suit of armor for cover.

_=...What did Ben do?=_

"He destroyed something a bunch of weather controlling robots were using to control the weather," Makoto explained, "...Wait. How bad is the storm gonna get now?"

_=...First; I'll be repremending Ben later with Gwen…= _Tsubaki sighed _=Second...I already sent an SOS signal to the town. The storm is slowly evolving into a Class 5 Hurricane=_

"OH COME ON!" NRG complained, "Okay...think brain." he grunted, smacking his head several times, "Who can fix this…? Who…?"

_=I would suggest Feedback= _Rook noted_ =Conductoids have been known to absorb the kinetic energy within storms=_

'_Okay, something fishy is going on,'_ Makoto thought as she managed to see Gwen cringe.

"That...is not an option!" NRG grunted, "Someone else…" he groaned, "Days like zis make me wish I still had the Evolution Feature of the Ultimatrix. Even if it did give me the creeps..." he blasted the ground, making the trio drop into a sewage tunnel beneath the ground and out of the harsh winds, "Da. Zis is better."

"Ugh! It reeks!" Makoto groaned, covering her nose, "Why?!"

"For a better thinker," NRG replied as he tapped his Omnitrix, replacing himself with Brainstorm, "Better. Had I become my Cerebrocrustacean form upon the surface, the high velocity winds would have tossed us all away. Now then, what to utilize to handle this storm?" he looked out at the opening he made, "Category 5. Current wind speed appears to be 240 miles per hour. On the surface, those three weather-altering automatons that deny their ability to feel emotions that are more than likely getting more powerful by the second with all the negative emotions more than likely being displayed by those living on the surface." he looked over at Gwen and Makoto, "Down here, a Beastkin that, at maximum potential, can punch someone out of orbit, my intellectual cousin capable of performing spells through the utilization of mana, and myself. Perhaps a counter-rotation would more than likely cease this storm's assault, yet we would still have to deal with that insufferable trio of elemental manipulators." he turned to Makoto and Gwen, "Is there a way to get you to your maximum potential, Makoto?"

"I'd need a lot of Seithr to do that moon-reaching punch," Makoto admitted, "At best, I'd be able to get them into the Mesosphere with a good punch."

"Could we utilize mana as a substitute for that Seithr stuff?" Gwen asked.

"A sound theory, dear cousin. I have missed this," Brainstorm spoke up, "Though, this is all based on conjecture as, in her time, magic uses Seithr...but nothing ventured, nothing gained. Besides, it's not like you have a limited amount of Mana what with your being an Anodite."

"Right. If I could use it in place of Seithr, I might be able to pull off my Astral," Makoto agreed, "But those guys are so annoying! They can keep us away from them with those attacks of theirs."

"Yes, but they also display a noteable flaw: a denial of emotions," Brainstorm noted, "Come closer. I do believe that I have come up with a formula for our victory over this trinity of weather manipulators and the storm above."

* * *

=Despite the destruction of our weather controller, the negative emotions being produced all over the city are fueling us quicker than our estimations hypothesized= Gust-O noted, looking at his arm.

=Perhaps the interlopers did a better job than we anticipated= Hail-O noted =Will this hasten to Phase 3?=

=Indeed, Hail-O. Upon Phase 3, our true mission will begin!= Shock-O replied.

=Ha! Hahaha! Ahahahahaha!= Hail-O laughed before noticing the other two giving him looks =...um...This is the laugh I would laugh if I experienced excitement, which I do not=

A green flash of light went off from the hole in the ground the trio had fallen into. The Weatherheads looked in time to see a blur shoot out before they barely avoided the blur.

"Sorry, but I gotta run!" XLR8 called as he raced off.

=It appears he is fleeing= Shock-O noted =If I were programmed to pity, I would for the fact that this storm will continue to grow to cosmic proportions, unable to be escaped=

=And even then, it would take a force strong enough to blast us into space...which is unlikely= Storm-O added.

=If I had emotions, I would be...sarcastic to your premature boasting= Hail-O replied.

A moment passed before XLR8 stopped on a dime on the edge of the storm, several miles outside of the city. He looked around before nodding. His visor slid down once more before he began to run in the opposite direction of the storm's turning.

"Hoo boy, I hope I'm right about this…" XLR8 muttered as he ran as fast as he could.

=...Error. The wind is starting to slow down…= Gust-O noted

=...Did you somehow jinx it?= Hail-O asked.

=Negative. There is no such thing as jinxing= Shock-O stated.

=If I could display anger, I would do so upon you both for arguing= Gust-O frowned.

_=What is going on up there? Ben, what are you doing?=_ Tsubaki asked.

"Oh, just a little storm rustlin'," XLR8 replied, "Yeehaw! Get along, little stormy! Not as fun as the last time I dealt with a machine that did storms, though."

_=I still have the guitar you played to beat it=_ Max noted with a chuckle.

=If I were to be capable of displaying shock, I would be doing so right now= Shock-O admitted as the storm stopped blowing winds as the clouds had ceased their rotation.

"Then why's your jaw dropping?" Makoto's voice noted as she and Gwen emerged from the hole on a mana-made platform, "Seriously, what _is_ your problem with emotions anyway? Did your maker have them a lot and because things happened, you thought him displaying emotions caused 'em or something?"

=...That is top secret= all three Weatherbots replied.

"...Fine. suit yourselves…" Makoto shrugged before smirking, "Just hope you guys have a first class ticket to space~"

=Why would we?= Hail-O asked =We do not require…=

=The mixed humanoids are doing something= Gust-O spoke.

"Potest etiam!" Gwen called out, her eyes glowing magenta.

She placed her hands on the center of Makoto's back and the Beastkin shuddered, closing her eyes. Magenta energy flared off of Gwen before travelling along her arms and right into Makoto's back. As the last of it went into her, Makoto took in a deep breath before exhaling with a shudder of excitement. Her eyes snapped open, revealing them to be glowing faintly.

"Ooh-hoo-hoo~! Now this is gonna be _fun_!" Makoto grinned, cracking her knuckles.

=...If I was able to show fear...this is where I would be showing it…= Hail-O gulped as Makoto reeled her fist back.

"Now rise…" Makoto began, star-colored and light-azure energy starting to form around her fist as a symbol faintly appeared behind her, resembling a diamond with tree branches climbing it as the Beastkin shot forward towards the three bots, "Power of the Stars! Astral Heat!"

=Astral…= Gust-O began to ask before she unleashed a barrage of punches, actually leaving dents in them.

"Gather, the great last strike! Teryayayayayayayaya!" Makoto roared, her fist becoming blurs before ducking down, her left fist practically glowing like a star, "With my mighty fist, fly up to the stars!" a crack of thunder erupted from the impact of her fist with the robots as the storm above was dispersed by the trio breaking Mach 34, "PLANET CRUSHER!-!-!"

* * *

Out in space, a meteor practically the size of the moon floated. As it passed by Earth's moon, three objects slammed into it, leaving a massive indent shaped like a fist in it.

=Ugh...I am regretting my entire existence= Shock-O groaned.

=We will meet those humans again one day= Gust-O stated =They have not heard the last of us=

=...The ground is breaking underneath us…= Hail-O spoke.

=...If I could display annoyance, I would do so now as I would say 'Shut up, Hail-O'= Shock-O groaned before the meteor exploded.

* * *

"Those guys were just another foe unworthy of my fist," Makoto snorted before groaning as she fell over, "Ugh...Mana feels weird~. I haven't felt this bad after my Astral since I first used it when...huh...when I was exactly this age, actually. ...Dammit. I have to retrain, don't I? Blarg..."

"...You…" XLR8 began as he blurred next too Gwen, both their eyes wide in shock, "You...saw that...right?"

"The symbol that appeared behind her, how the mana enhanced every single muscle, bone, and fiber in her body to their absolute limits, or the final punch that actually broke the storm you halted?" Gwen asked.

"Yes," XLR8 replied, "...You think the others at the base saw that?"

"Most likely."

* * *

"I….I...I do not…" Rook muttered in disbelief, unable to form coherent words right now as everyone in the base looked at the screen, "How…"

"...I'm not sure if I'm still reeling from that pizza, but...you all saw that...right?" Kevin asked.

"Okay...That? That right there should not have been possible," Driba noted.

"That was an Astral Heat," Kajun noted, "Though how she was able to utilize it despite there being no Seithr…" a glint appeared in her eyes, "Oh, the _science_ in learning that!"

"Eek!" Noel, Tsubaki, and Mai screamed as they fled.

"She said it!"

"Oh god! Oh god! Oh god! We are doomed!" Mai freaked.

"Quick! Go get Ben! Go get Ben!" Tsubaki panicked, "He has a form that's like a volcano in terms of firepower!"

"Oh no need for that, kids," Max sighed, "No science here...just magic. If I was a gamblin' man, which I ain't...well not anymore." he laughed, "I'd say Gwen used her magic to give Makoto the power to replicate this...what was it…'Astral Heart?'"

"Astral Heat. It is when one utilizes the Seithr in their general vicinity in a copious amount to amplify their abilities to their absolute limit," Kajun noted, "Why, the one time Mai was able to use it, it could be equated to the explosive force of an atomic bomb."

"Yeah, I thought so…" Max sighed, "From how you kids describe it...It seems like a funky version of Mana. Nothing but magic, and...out of your field, Kajun." he smirked while crossing his arms in a manner not unlike a parent reminding a child of their place.

"Mou…" Kajun pouted before pausing to think, "Wait a moment...Makoto is currently in the physical age of sixteen. She didn't display it until she was seventeen, meaning...ooh. She may require physical therapy."

"Hm?" Max looked at Kajun.

* * *

"Yep. Just like she said. Sprained and pulled every muscle in her arms, waist, legs, and tail in that," Patelliday noted as Makoto whimpered on a medical bed, her arms, waist, and legs bandaged up while on her bed back in the house, "She'll need to have spend thirty minutes every two hours with ice packs, then thirty minutes of a heating pad, plus two asprin every four hours. And her bandages changed twice daily along with applying that medical cream with each bandage change. If all is said and done, she'll be fit to go back to duty in...mmm...two days."

"...You're enjoying this, aren't you?" Makoto asked, noting the smug grin on Kevin's face.

"Given all the flack you gave me after we first met? Oh yeah."

"You are just full of snark, ain't ya? Eh, can see why you and Ben are buds."

"In that case, I motion for him to take care of ya."

"Wait, what?" Ben blinked before Kevin wrapped his arm around him.

"Consider it payback for all the times you wrecked my car, and of course your half of the flack squirrel girl gave me."

"...Gwen, have you forgiven him yet?" Ben crossed his arms.

"Nope!" she instantly declared.

"Yeah...I watch anime too. None of those shenanigans," Ben spoke, walking off, "Sides she doesn't even let me touch her tail."

"He's right...only Noellie and those I really trust can touch it," Makoto added.

"...Fine…" Kevin muttered.

"Honestly Kevin...how Cliche," Gwen sighed.

"I'm offended you think that of me…" Kevin said in mock hurt.

"Well, you're spending all this time being snarky...but not a lot of time fixing," she motioned to the garage, "Get to it, grease monkey," she added tossing his rag he used to clean his hands in his face.

"And I'd love to help...but you don't like me being in the garage at the same time as you so I'm gonna go out and be awesome, later Kev!" Ben smiled jogging out.

"...I walked right into that…" Kevin groaned.

"I would like to assist," Rook offered.

"Sure. I could use an assistant," Kevin smirked.

"Oh...no no...I believe the Earth term is...that is adorable." Rook smirked, picking up a wrench, "You...shall be _my_ assistant."

"Hey, hey, no tough guy tensions in my room unless you're sweaty and without shirts and are single," Makoto scolded, "Take that to Ben's across the hall."

"..."

"...Don't even think about it," Makoto frowned in annoyance.

"Allow me," Gwen offered as she grabbed Kevin and Rook by their ears and pulled them out.

"Why are you not displaying pain?" Rook asked, grunting a little from the tugging.

"I had one of the marbles Gwen made for me in my hand," Kevin replied, the tugged ear covered in a layer of bronze.

"Ah...clever."

"Ahh...what am I gonna do while I'm in recovery?" Makoto groaned.

"...Maybe see what's on TV?" Ben suggested as he walked back in, carrying a smoothie.

"Sure...got nothing better to do…" Makoto muttered as Ben turned the tv on.

=In other news, Bellwood had been hit by a mysterious Category 5 hurricane= Harangue stated as he frowned a bit =And who was there on the scene just as the storm hit? None other than that menace Ben Tennyson, and his army of freaks! Why, when the storm was at its worst, where was he? Taking laps outside of it without a care in the world! In fact...I think he's the cause of this storm!=

"His family name's kinda fitting," Makoto snorted.

"Huh?"

"You seriously don't see it? Harangue means mean or nasty speech," Makoto explained.

=And where was the epicenter? Why, one of his 'favorite' places. The Mr. Smoothy's on 4th and Bakes on the very day they were going to debut a new chestnut flavor for their smoothies. What's wrong, Tennyson? Not a fan of chestnuts and want to deny those that enjoy it their treat?=

"...Change the channel...Change. The. Channel…" Makoto said through gritted teeth, her eyes twitching violently.

"Already doing it," Ben noted as he changed it to show a cartoon purple fox with a red nose in a red shirt being flattened by an anvil, "Heh-heh. Ah, Zingo. A classic." he put the smoothie he brought in on the table by Makoto's bed before putting several straws together so she could drink it, "And one thing he left out is that I went back there after getting you here. A little Clockwork and they were back in business."

"...The new smoothie flavor?" Makoto guessed.

"I asked for a chestnut parfait smoothie," Ben replied.

"..." Makoto said nothing before taking the straw into her mouth and began to sip, "?! ...It...it…." small tears began to form in her eyes, "It's...perfect~"

"You are welcome." Ben chuckled, "Kinda my fault for suggesting you use your super scary punch of doom. But Brainstorm didn't take into account it'd hurt you."

"It's fine..but hey. We saved the day, right?" Makoto offered with a chuckle before wincing, "Ahh...regret~"

"Yeah...we did. Feels good having Gwen and Kevin back even if just for the week." he smiled, "But I think I'm getting used to a new team of weird…"

"Watch it…"

"_And_ awesome friends." he chuckled.

"Aw…" Makoto giggled, "You're a pretty weird and awesome friend, too."

"Heh heh…" Ben chuckled again, "Still...get better soon. Otherwise, I'll be stuck with just Rook for patrols."

"He'll get joking sooner or later," Makoto joked.

"Hopefully soon…I can't tell you how many times I've had to stop and tell him: 'Earth expression.' How does a planet evolve to not have metaphors and stuff like that?"

"Honestly, I do not know," Makoto replied before smirking a bit, "...But don't worry. As soon as I'm healed, I'm back to whooping bad guy butt and making puns."

"Well you rest up. We got nothing big going on soon anyway. Me and Rook are just gonna go fishing with Grandpa and Pateliday."

"...and the girls?" Makoto asked.

"Dunno...I figure they'd hang here to take care of you…" he admitted.

"...eh. Most likely," Makoto noted, "Plus, it would give me a bit of time to catch up with the girls...and it makes me excited. Team Remix Heart is back!" she cheered, pumping a fist...before freezing up with wide eyes, "Ahh~ Ahh~ Regret…"

"You have got to stop doing that." Ben chuckled.

"I can't help it...I'm just so excited…" Makto pouted as he helped with the pumped fist, "Back at the academy, we were just a club that solved mysteries around the school. But here...well we could do that, but also be teenage superheroes."

"...Actually, now that you brought that last thing up, recall what you saw on Tsubaki's laptop?"

"Hmm?" Makoto blinked at that, "Kinda...just the name of a list...why?"

"And remember what Tsubaki said to Rook? They're up to something with that list," Ben noted, "I can try to get something out of Rook if you try to get it out of Tsubaki."

"Oh, I know how to get secrets out of her. I know...Mwahahahaha!" Makoto laughed in a cartoony evil way.

"...Did you just copy the bad guy's laugh in the cartoon or did you practice that?" Ben asked.

"...yes?"

* * *

_SZ: And original chapter done..and before you all raise your pitchforks and torches on why we have something from the Ben 10 reboot...well…*ducks under a cannonball*...guys! Please explain!_

_GT: While the animation is strange at times with a weird redesign for Stinkfly-I am a believer that it's like the Murk and Perk Upchuck forms-, it's not all that bad when given a chance. But I am not letting out Xingo from the TV. Plus some villains in it...are really good villains._

_SZ: Cool. And you z0?_

_Z0: I firmly stand by the Reboot as being Good *freezes time* Wait...wait *unfreezes it* I'm saying its a Good 'Show' I'm not saying its is at ALL better then the classic continuity. Cause...its not, animation wise the classic first show is...an artistic masterpiece that needs to be preserved in a museum. But...ugh did Ben and Gwen fighting get old fast. Reboot...they act like normal cousins...I never fought with any family that badly. But I suppose that's more behind the scenes concept layover thing...but still I will stand by the Reboot as being a good show and seasons 2 and 3 are where it begins hitting its stride._

_GT: True. Very true._

_Z0: Also...just the villains...they are fun...and come back...not just Animo and Vilgax. It was rare for the bad guys to come back after Ben defeated them unless they where an exceptionally important nemesis._

_SZ: Mm hmm. And while I haven't seen the show fully outside of clips, it does look interesting. Reason I was hesitant on it is...well…*points to a certain show that shall not be named*_

_Z0: Yeah but this is a reboot...with the original creators still in charge of many aspects for those who don't know. Man of Action is still really involved in this. But that's enough about that just be sure to expect more from the Reboot to pop up like say...aliens~_

_SZ:...Fair enough. Ahem, anyway..thats all for now. Tune in next time for a canon episode. Read and review guys._


	13. Gone Fishin'

_SZ: *mutters while playing on PS4* Come on...come on...DAMN IT! FCKING BEZELGUESE!...guys, just...just start things off. I need to kill this damn dragon with exploding scales! Wait...I mean capture for this quest and...UGH!_

_GT: Eh, you'll get it later. May need to put it aside for a bit._

_SZ:...Maybe…*puts the controller down*Fine...fine…_

_Z0: Time for writing! _

_SZ: We own nothing aside from original content. Begin st-*notices a shadow over us*...please tell me that's a cloud blocking the sun._

_GT: *looks up* It is not. *leaves*_

_Z0: Here boy! *giant demon wolf lands and destroys the place* _

_SZ: AHH! DAMN IT!_

* * *

"Makoto?"

"Yes, Tsubaki?"

"What is that on your nightstand?" Tsubaki asked, pointing at a bulky device with a basket of fruits and chestnuts by it.

"Oh, Ben made it using Greymatter before he and Rook clocked in for their job," Makoto explained, "Someone tosses the things in it and they make a smoothie for me to drink since I can't really do anything from using that Mana-powered Astral Finish."

"I see," Tsubaki noted

"Anything?" Noel blinked.

"Has to be food!" Makoto corrected, "And no! Mine!"

"Mou~" Noel pouted.

"I only want what I want to drink coming out of this machine, so no Noellie you can't experiment recipes with it!" Makoto reaffirmed strongly.

"Mou~"

"...Kajun, I swear to the Celestialsapiens that if you touchy, Imma do the worst thing to ya that I can imagine when I'm allowed to move my body," Makoto warned.

"Phooey," Kajun pouted.

"Still can't believe you forgot you were in a body that wasn't fully trained up to handle an Astral Heat," Mai admitted, nibbling on what appeared to be a granola bar with tentacle suckers poking out of it, "Where did you say this recipe came from again, Noel?"

"The planet Cascareau from the Andromeda Galaxy," Noel replied.

"It is a cluster world of aquatic life forms," Tsubaki added, looking away from the snack, "Apparently they have the richest aquatic cuisine in the universe."

"And they make tentacle granola bars…?" Makoto pointed out with a deadpan look.

"Apparently so…"

"I'm not complaining," Mai shrugged.

"To think Noel is capable of unintentionally creating alien cuisine," Kajun noted in surprise.

"Thank god for Upchuck," Makoto sighed happily, "Eats all the stuff Mai can't and Noel is distracted by the cute."

"...I'm conflicted on who's cuter...Upchuck or Ditto…" Noel admitted, sheepishly poking her fingers together.

"Don't you also ironically like Ball Weevil, too?" Makoto pointed out.

"Why's it ironic?" Mai asked.

"Ball Weevil is a tiny little insect type alien," Tsubaki explained, earning a reaction of realization from Mai.

"That spits up exploding katamari!" Makoto added.

"Makoto."

"What? Tell me you don't think that goop ball he coughs up that grows the more stuff he collects isn't like a Katamari." Makoto argued.

"..Sh-she does have a point," Noel admitted.

"See? Noellie agrees with me."

"Honestly…" Tsubaki sighed, "...Excuse me. I need to go do something."

"Fine," Makoto nodded a bit as Tsubaki walked off and left the room, "...Noellie, close the door."

"Hm?" Noel blinked, closing the door, "Why?" she asked with an adorably confused expression.

"She's hiding something and I don't want her to hear this," Makoto stated.

"Beg pardon?" Mai blinked as Kajun raised a brow in interest.

"Tsubaki and Rook are doing some secret project and are trying to hide it," Makoto explained, "I dunno what it is exactly, but I do know the name of the list...Well, it was more of a file but still, I know what it was called more or less...Teenage heroes."

"Like Ben?" Noel asked.

"Exactly! ...And well now kinda us…" she pointed out, "We have Teenage bodies, so it counts!"

"True. Perhaps it's a side-effect of being brought here by a Chronosapien or perhaps just a random pick and we were all 'lucky' to be selected," Kajun noted.

"I subscribe that our bonds of friendship dragged you here!" Makoto smiled, "But seriously; at first, something like this wouldn't bother me...but then I recalled an old conversation I had with Ben, saying he might not be the only teenage hero here on Earth...so I propose this, ladies: we make it our mission to find out what that project Tsubaki and Rook are trying to hide from us!"

"Hmmm…." the others all muttered.

"What?" Makoto blinked.

"Nothing. It just feels...that with all the nonsense that's happened, we expected you to suggest we do something more...insane," Mai explained.

"Hey...it's more exciting than going fishing...I mean what could go wrong with both Magister Tennyson and Patelliday watching the guys?" Makoto argued.

* * *

-"I've been plundered!" Patelliday shouted as he was carried off by a humanoid robot with a giant crab-like right arm.

"How!?" Ragna asked, running alongside Ben.

"They noodled him!" Ben explained, holding out his hand, "It's this fishing trick Rook showed us!"

"Oh come on!" Kevin complained, kicking the boat's motor, "Ugh…"

"We'll catch up! You boys go help Patelliday!" Max shouted as Rook kept Kevin from demolishing the motor.

"'Be a guide for Undertown for some Plumbers taking a day off' the job listing said. 'There shouldn't be any problems. More than likely, it'll be fishing with a bonus of whatever you catch' the job listing said," Ragna growled, "Nowhere did it include 'Plumber getting abducted highly likely!'"

"Hey, it's not like we planned this!" Ben argued as they chased the robots into a cave, "How was I to know Patelliday would fall for a stupid fishing trick? I blame that on Piscciss Volan diets...I bet he was trying to eat the arm too."

"Well did you count on there being ROBOT! SPACE! PIRATES!?" Ragna barked.

"Shut up and chase!" Ben snapped.

=Ditch the humans. The boss will not like if we don't bring him lunch!= one of the robots spoke.

"I think I'm the catch of the day!" Patelliday panicked.

"EH?! They want to eat you!?" Ragna panicked, "What kind of freaky deaky shit is this!? Who eats other sentient species!?"

"Several dozen other extraterrestrial lifeforms!" Patelliday replied.

"We're not gonna be able to catch him at the speed we're going," Ben noted as he turned on his Omnitrix, "Time for an oldie, but goodie."

With that, he slapped down on his Omnitrix, letting out the green flash. In the instance of the flash, Ben's body transformed. His body grew taller with off-white scales coating his entire body. He lost a pinky but gained pale-green webbing between his remaining fingers as they grew out into black claws with his feet turning into two-clawed feet with the same webbing between the two toes and a green fin growing out of the back of his heels. His mouth swelled up to let his new razor sharp fangs be visible as his eyes turned a solid green with a green and pale-green lure-like antenna growing out of the top of his head while a green fin grew down the back of his head down to his waist and alongside the lower halves of his arms. A black loincloth, neck armor, and wristbands replaced his normal attire with the Omnitrix appearing on his green belt.

"Ripjaws's time to shine!" the alien declared, his voice deep and gravelly, "Better hold on, Ragna."

"Wait, wha…?" Ragna began before Ripjaws grabbed him by his head and jumped into the water, his legs and loincloth fusing together into a long black tail, "?!" _'God damn it, kid!'_

"Huh...Ripjaws. Now that takes me back," Max chuckled before adopting a pondering stance, "Say, Kevin, how _did_ you even hide his bite those times?"

"Eh, they came and went depending on if I needed them or not," Kevin replied before frowning as smoke sputtered from the engine, "Aw come on!"

"This is most unfortunate," Rook spoke, "I thought this was a Plumber boat…"

"Ah she is...had her since my old days on the force," Max sighed.

"Well that explains it…" Kevin muttered, "I think I got a fix. Rook, help me!"

Rook nodded, taking his ProtoTool as they began working on the motor. Max looked off as he spotted Ripjaws jump out and tossed Ragna, who tackled over one of the Robot pirates. Ripjaws roared as he tackled one over and chomped its head unit clean off. He chewed it a few times to crush it before spitting it back out.

"...Well that's not nightmare fuel to anyone who catches you…" Ragna muttered, punching one of the robots before punting it into another.

"I forgot how awesome Ripjaws is!" he laughed, stabbing his claws through one of the robots before swinging his arm up and slicing it in half down the middle, "Haha!" he laughed, lunging and biting the arm off another, "Hang on, Magister Patelliday!" he shouted before biting the head off another robot.

* * *

"I seriously can't believe we're doing this…" Mai whispered, peeking into the living room for any sign of Tsubaki, "...Coast is clear…"

"It's either this...or deal with Makoto complaining about being bored…" Kajun countered.

"...Fair enough," Mai muttered as they began to look around, "See any sign of her laptop?"

"No, not really. Maybe it's in her room?" Kajun offered.

"Maybe…" Mai muttered before a few moments of silence passed as they looked, "So...appearing in the past and turned back into teens...That wasn't expected, was it?"

"No...no, it was not," Kajun admitted, "Though to be honest, I've been able to mitigate the shock with such wonderful technology this era has in comparison to our own time in the near two hundred years from now. To think that we actually had the means for intergalactic travel right underneath us! And computers far more advanced than the ones in our era, even!"

"Kajun. Kajun...settle down…" Mai advised, "I know it's amazing...like, _really_ amazing. But you need to calm down and focus on the task at hand."

"Yes, yes, right. Finding a laptop…" she sighed.

"Good thing Noel is keeping an eye out for Tsubaki," Mai sighed, "...I'll look around the house. You see if you c-"

"What are you two doing?"

"Gh?!" Mai tensed as she turned to see Gwen standing in the front doorway, "...Ano…hi?"

"We're snooping into our friends secrets." Kajun blurted, "What...she does magic! For all we know, she has some kind of lie detector spell she uses to keep Kevin in line," she argued to Mai, who just stared at her in disbelief.

"I don't...but that's a good idea." Gwen muttered, pulling out a little pocket book and scribbling a little note down on a page, "Sadly, Kevin doesn't have a tell like Ben does."

"He does?" Mai asked.

"His left eye twitches when he tells a lie," Gwen replied.

"I'll need to make a note of that," Kajun spoke, "I get the feeling...he tries to get away with a lot."

"Like you wouldn't believe…"

"I'm sure they can't get into much trouble fishing though," Mai smiled, trying to change the topic.

* * *

"HAHAHA!" JuryRigg shouted as he climbed into a robot and took it apart from the inside before jumping from one to the next and the next, "FIX FIX FIX! With one difference!" he cheered, standing atop one of the Pirate robots but it now had 6 claw arms, "Get 'em, Greg!" he laughed as it charged and began tearing apart the rest of the robots that jumped them.

"Greg?" Ragna asked when JuryRigg landed on his shoulder.

"He looks like a Greg!" he laughed as it tore apart its former comrade robots.

"So we just keep going down this tunnel?" Kevin blinked as they continued down the path they took Patelliday.

"It's the only path from here," Max said as they drove ahead.

"What is that sound?" Ragna asked as Ben flashed back to normal.

"Rapids?" Ben blinked.

"Nuts…." Max spoke, seeing the water...drop down ahead of them.

"Oh...the artificial waterfall," Ragna recalled.

"I think I'm starting to hate this place…" Kevin muttered.

"So...we all gonna scream our heads off?" Ben asked.

"Right there with you, kiddo," Max spoke honestly.

At that, their boat went over the edge as they began riding down the waterfall. The group of males all proceeded with screaming their heads off in panic. Ben slapped the Omnitrix...only to morph into Rath.

"_WATER_!? _WET_?! RATH DON'T DO WATER!" Rath panicked.

"Dumbass! Change aliens!" Ragna shouted, shaking Rath.

"Rook!" Max panicked as Rook used his ProtoTool to fire a split cable that anchored to two rocks, slowing the boat down to a halt.

"Oh I love that thing…" Kevin muttered, "Also...I think I'm gonna hurl…"

"Do it in the boat and you swim…" Ragna grumbled.

"Lemme tell ya somethin', awkward new partner! Rath doesn't do water, so keep the water offa Rath!" Rath barked.

"Oh yeah...Forgot Appoplexians hate water in large amounts," Kevin recalled.

"Seriously...they're tigers…" Ragna complained.

"I said large amounts...ain't you ever think how scary it'd be being stranded at sea…" Kevin argued.

"Uhm...a little help?" Rook grunted, struggling to hold onto the ProtoTool. Rath and Kevin grabbed onto it and helped relieve the pressure of holding the entire boat up. Rook tapped his tool as it began slowly lowering them down.

"Ugh...I was hoping today wouldn't be this insane…" Ragna groaned, "Yeah...a fishing trip sounds simple..when you're not dealing with FUCKING ROBOT PIRATES! ...In fact, WHY ARE THERE ROBOT PIRATES!?"

"I'm starting to think maybe this has something to do with all the missing ships in the news," Kevin grumbled, "I mean, come on! Pirates...missing boats...Am I the only one who's watched pirate themed movies?"

"Last one I saw was when Ben was six," Max recalled.

"Wait...where's...BAKA!" Ragna snapped, seeing Rath let go to shout at the water that was dripping on his back.

"Lemme tell ya somethin', waterfall!" Rath snapped before he meowed in shock upon seeing the ProtoTool which kept them from falling...swinging past his head.

"...Kevin?" Ragna asked calmly.

"Yeah, man?" Kevin replied in equal calmness.

"Good news; I'm not punting you off the boat," Ragna informed...before punting Rath off towards the water below before they proceeded to continue their fall, "The idiot will break our fall!"

"AH!" Rath cried, slamming into the water...floating for a second before sinking. Rath raised his head to gasp for air before the boat landed on his head, making him bite his tongue as he sank down again.

The guys all gasped for air as Max grabbed the capsized boat to keep it from floating away. Rath surfaced, growling in panic as he grabbed Ragna and Kevin in his flailing as he began dunking them along with himself.

"GET IT OFF! GET IT OFF!" Rath cried.

"Oh! For! The! Love! Of!" Kevin snapped between dunks until he managed to smack the Omnitrix, replacing Rath with Water Hazard.

"Well…This is embarrassing." Water Hazard muttered as he let go of them and swam over to help turn the boat.

"Anytime you want me to do a job for you, you have to pay _triple _the regular price, kid," Ragna seethed.

"That is fair…" he replied, "Also, one day...you_ will_ say my name…"

"Hmph. You beat me, I'll do that and drop the increased price for my services," Ragna snorted.

"Okay kids you can be macho all you want later." Max sighed as he climbed back into the boat, "For now we need to find those pirates," he spoke, grabbing Kevin and Ragna and pulling them in.

"We should hurry. Who knows what they plan to do with Magister Patelliday," Rook grunted, climbing in.

"Oh don't you worry about Patelliday. He can take care of himself," Max smiled.

"Motor's gone…" Kevin groaned.

"I got it," Water Hazard sighed as he raised his arms and began blasting jets of water, propelling them across the water.

* * *

Further ahead of the subterranean river system and deep below the waters was indeed a gargantuan alien vessel. It moved into place below the pier where boats passed. From inside, a small army of the Robot pirates typed away at computers. At one computer, a radar showed that two passenger yachts were about to pass over them.

The pirate an alien with dull aquatic green skin, black tentacle like hair falling from his head and forming a beard sat in a captains chair. He wore dull red pants and a shawl around his shoulders. His left arm was replaced with a golt prosthetic with a glowing red bladed hook at the end. His right leg likewise had a peg like replacement of the same material.

"Switch to full power!" the alien captain shouted.

=Aye-aye Captain Kork!= one robot declared, hitting a button.

With that, a whirlpool formed. As it began spinning, it headed to the top of the water. The two yachts could not escape its pull as they were dragged into the vortex. It sucked them all the way down to the depths of the whirlpool and into the alien vessel. Once they were left in the middle of the platform, the semi-permeable forcefield keeping the water out turned back on.

=Ship is ready to Bottle, captain!=

"Excellent! Engage bottle crew!" Kork ordered.

=Engaged. Yarg= one of the robots replied as a ring formed and swept over the ships, trapping them in giant glass bottles before a cork was jammed into the ends and sealing the ships within.

"Now then...how's my lunch coming!?" Kork demanded as he scratched his beard.

* * *

Patelliday grunted as he was tossed on several sacks of flour. He looked as the Robots in the galley milled about, preparing various alien vegetables. They were using their sharp fingers to slice them up and some cooked up alien meats.

"Now this is an unpredictable predicament!" Patelliday grunted as he tried to loosen the ropes on his hands. He then turned to the sound of screaming, "And it sounds like I'm not the only one you caught!" he realized in concern for the innocents in danger.

* * *

"That way…" Ragna and Kevin spoke, pointing past each other.

"..." the others sighed as they just waited for them to agree. Ben was taking the time to let the Omnitrix cool down and Rook tuned his ProtoTool. Max decided to take out a laser knife as he began whittling a stone with it.

"NO! THAT WAY! YOU WANNA START SOMETHING MAN!?" they asked, grabbing eachothers' shirt before fighting.

Max said nothing as he held his hand out and tripped them letting them fall out of the boat, "3 whole minutes." he spoke finishing a statue in the shape of a bear, "Oh best work yet."

"Good work Grandpa." Ben smiled sitting up as Rook pulled Kevin and Ragna back in, "Kay we're going that way." Ben pointed to the path with the least rocks jutting out of the water.

-line break-

"I'm Hungry!" Kork shouted, "Where's my lunch?"

=Yes, Sir, Captain Kork= two robots from the galley spoke, carrying in a hover platter with a giant dome over it.

"Ya know, I was just thinking about how wonderful the local seafood is, and then I wondered..." he began, raising his hook, "I wondered why I wasn't smelling anything cooking!" he snapped.

=Ta-Da!= One robot said removing the lid to show Patelliday as he munched on the prepared sushi served along with him.

"I'm not technically local." Patelliday smiled, swallowing his pilfered snack.

"SUSHI!?" Kork shouted, "I don't want Sushi! I want it cooked!" he snapped at the robots.

"Now don't get your britches in a twist." Patelliday scoffed, "I wasn't gonna let you eat me anyway." he spoke before looking at all the bottled ships with people held within, "Well...would you look at that. There's a bit more to this caper then what's for lunch"

* * *

"...So Gwen caught ya, huh?" Makoto deadpanned at Mai and Kajun.

"Yep," they nodded.

"You know she might tell Tsubaki what we're doing and now she'll hide it better," Noel added.

"...Ahh dang it…" Makoto muttered, "Now what?"

"You don't have another hair brained idea?" Kajun giggled, "Oh no...You just thought of one, didn't you?" she asked, seeing the cheeky smile forming on Makoto's face.

"Oh...oh I do~" Makoto smirked, "First...we need a distraction."

"Like?" Mai asked.

"How about a sudden whirlpool in the harbor?" Noel asked, pointing to the TV.

"Well...that's not normal…" Kajun noted.

"...Mou~! I'm missing some action~!" Makoto whined.

"Oh! All that water reminded me!" Noel realized before holding up bandages and a tube of lotion, "Time to change your bandages!"

"Aw nuts...okay everybody out," Makoto sighed as Noel began unbuttoning the Beastkin's pajamas, "Mai, Kajun...try and figure out how to get that info out of Tsubaki's laptop."

"What? Do you want me to make a device that can hack her laptop from another room?" Kajun joked before seeing the smile on Makoto's face, "No...no!"

"Just ask Blukic and Driba," Makoto encouraged.

"Won't we get in trouble if they figure out we're trying to hack a Plumber agent's laptop?" Mai asked.

"Not if you tell them it's for something secret~"

"...ugh...honestly…" Kajun sighed, rubbing the bridge of her nose a bit.

"You got anything better to do?" Makoto argued, "The guys are fishing, so no Omnitrix to obsess over."

"...Fine…" Kajun sighed, "Mai...while I do that, keep me informed on what's happening here at the house."

"Okay," Mai replied.

"And Noel, don't touch the smoothie maker while changing Makoto's bandages," Kajun deadpanned, lightly tapping the back of Noel's hand that was reaching for a banana to put into the machine.

"Aw…"

"Well...least the guys are having a good time fishing," Makoto offered.

* * *

"Honestly, a day away from the usual insanity...was it too much to ask?" Ragna grumbled.

"You asked for it and got a new deal of insanity. It's why I don't tempt fate as often as I did when I was a kid," Kevin snorted, "The day I asked for something new…" he pointed a thumb over at the motor, which was far more advanced than usual with a black and green circuit design with engine boosters and the Omnitrix emblem on it, "I met him, absorbed energy from the Omnitrix, and ended up being able to turn into ten different forms that ended up in a hybrid state for an entire year and stuck in the Null Void for three."

=I gave you an out...but no...you had to keep fighting me= Ben's voice countered from the motor, overhearing him =I can still floor you if your nostalgic for the old days. Some Cannonbolt for old times sake from the gladiator ship?=

"Gladiator ship?" Rook asked, "You were both abducted by one?"

=And the live broadcast pretty much confirmed the Omnitrix being real to the universe= Ben noted.

"Wasn't my fault…" Kevin shrugged.

=Really...none of it?= Upgrade asked =Ya can't think of a single part of that event that...wasn't your fault? How about the time you almost botched our escape? Or we could flash back further to the moment where I should _you_ how _my_ powers work so you'd stop losing…=

"What makes you so nostalgic today, Tennyson!?"

=Scoreboard…= he chuckled.

"I didn't lose that much…" Kevin argued as Max and Ben laughed, "What?"

"Oh, son, trust me...Ben is in the lead," Max sighed, "Just the other day, remember?"

"That counts?!"

=Oh it counts!=

"What?" Ragna snapped.

=Kevin unloaded his shotgun wedding...on me!=

"Shotgun wedding? Wh…" Ragna began, pondering for a moment before groaning, "Let me guess...Female Tetramand?"

"Princess Looma," Max confirmed.

"...Well, you got three years to find some shmuck to beat her, kid," Ragna noted.

=Ah...yeah, I figured...No thanks to Kevin!=

"You're never gonna forgive me for that are ya?"

=Not 'till I'm free of this...So get to thinking, car boy= he then stopped =Uh guys...I just brushed against something…=

"Any idea what it is?" Max asked.

The Omnitrix emblem slid down to the underside of the motor before going back up =Hey, Grandpa? Remember those divers who were trying to steal eggs from a krakken in a lake near Washington DC?=

"Shaw and his men? What about them?" Max asked.

=...I think one of the eggs hatched=

"...What is a krakken?" Rook asked.

At that, the water was breached by a large monster. Its skin was shades of olive green along its underside and dark cyan along its top. It had four legs ending in webbed hand-like front claws and legs along with a very dinosaur-like head with a mess of yellow crooked teeth/fangs with two tentacles extending from the sides of its jaws. Its emotionless silver eyes looked down as it spotted the boat and its occupants.

=That...that's a Krakken…=

The Krakken roared, shaking the cave around them. It lunged, only for the boat to drive off, letting it just dive down. The guys screamed in panic as the spike on its head poked from the water as it chased them.

"Faster, Ben, faster!" Kevin shouted.

=I'm giving it all she's got, even with Upgrade!= Upgrade replied.

"WHAT KIND OF ALIEN IS THAT!?" Ragna snapped.

"That's just the thing...it's not an alien; it's native to Earth!" Max shouted.

"You gotta be kidding me!" Ragna barked.

"You'd be amazed at what isn't an alien on Earth," Max noted.

=Later Grandpa!= Upgrade panicked, barely avoiding a tentacle that tried to slam the boat =Alright, may need to switch to another alien!=

"Perhaps an electrical alien. With all this water, it could act as a conductant for the attacks to hit the Krakken," Rook suggested, "Perhaps Feedback?"

"Wait...but...who's Feedback?" Kevin asked, not noticing the slight flinch Max gave.

=None of anybody's business…= Upgrade growled before separating from the motor =Okay, electric alien time. How about Shocksquatch?= he tapped his emblem and Crashhopper took his place "Crashhopper? ...Grandpa, how many days do I have saved up on vacation time?"

"You're not cashing them in to step on Azmuth," Max deadpanned.

"Imma do it one day!" he declared, "...Uh...Why hasn't it attacked us?"

"It might be going for an underwater attack to break the boat," Kevin guessed.

"Hmm...Big fish...big bug…" Crashhopper muttered before snapping his claws, "Rook, I need your grappling hook."

"My grappling hook?" Rook pondered, but still complied, "Why do you need it?"

"Because I know one thing fish like," Crashhopper replied before jumping up to the ceiling, wrapped the cable around a stalactite, and dropped down, holding onto the hook above the water, "Bait."

"You...are insane…" Ragna muttered.

"Shh!" Crashhopper sushed.

"...Did you ju…"

"Shh!"

"Heh-heh. You got su…" Kevin began.

"Shh!"

"Ben, I…" Max began.

"Shh-shh-shh! Don't scare the fish," Crashhopper scolded.

After a few moments, the krakken emerged from the water and ate him.

"Did he just let himself get eaten?!" Ragna exclaimed before the cable on Rook's Proto-Tool was pulled after the krakken, "...Aw shit."

"Hang on boys!" Max shouted as they were dragged off by the beast.

"Whoa!" the boys cried out as Rook barely held onto his Proto-Tool.

* * *

"Wait, wait, wait. The one I've been reading up on that appeared a few weeks ago...is you?" Tsubaki asked, her laptop open as she pointed at a woman wearing a black bodysuit with a purple sash around her waist, purple gloves, and a cat mask over her head aside from her mouth and a purple ponytail on it.

"Just some moonlighting," Gwen replied with a shrug, "The one issue was learning how to tap into my Anodite heritage just enough to simply change my eyes and hair instead of my entire body."

"Huh...interesting," Tsubaki noted, "If you hadn't told me the downside to training with your grandmother, I'd say take her offer up," sighed sighed, "I don't see why she can't move back to Earth though."

"That's grandma for you. She's a traveller," Gwen noted, "Still, this is quite an interesting project you're researching with Rook. I wasn't even aware of some of these."

"We had to check deep into Plumber archives for some of the older ones we found from the 1920s and 30s even," Tsubaki noted, "It's amazing at what they had to cover up at times...In fact, I'm amazed of how many teenage heroes our world has...er...had...ugh. Makoto's right..time travel is annoying..."

"Tell me about it," Gwen sighed, "The last time I did it, I caused a bad timeline to occur because of an event I wanted to change needed to happen. Honestly, if it wasn't for Professor Paradox..."

"Professor Paradox? A somewhat older man? British accent? Offers gumballs?" Tsubaki asked.

"You've met him?"

"Just before we found Noel, actually," Tsubaki replied.

"And he didn't...offer to fix things?" Gwen asked.

"No...he said something along the lines of: I want to see how this new scenario plays out. Then he gave us cryptic advice and left while ruining verb tense forever with the use of time travel," she sighed, "Something along the lines of not worrying about the Butterfly Effect."

"That's...actually new," Gwen admitted with a raised brow.

"Hmm?"

"I mean Paradox has always shown up to fix any mess we've caused with time...anything. He always comes to us…"

"I think he mostly comes for Ben," Tsubaki added, "Paradox claims Ben only pretends not to understand how time travel works."

"Of course he does…" Gwen sighed, "But you get the point...he never just lets 'things play out.' So something must be wrong...or right...I don't know, but this makes my head hurt."

"You and I both," Tsubaki sighed before looking once more, "Huh...They don't specify what was done involving…" her laptop shut off, "What?!"

Down in the kitchen, Blukic and Driba blinked twice at the computer they had set up.

"Oops. That button done shut theirs off," Blukic noted.

"What was even with that article that was on it?" Mai pondered, "I mean...that was from the 1920s, right?"

"I do not think it was a gag article, Mai," Kajun noted, "Quite interesting though. Perhaps we could convince the magister to have our group travel to where the article originated from for a patrol assignment? Could I ask you both where this town is or once was?"

"Hmm...We can run a check," Driba replied as he typed away on the computer and brought up as a map, "It looks to be on the other side of the continent in the state of California. Still goes by the name, too."

"Though th' amusement park got torn down and made way fer Disney World," Blukic noted, "Ooh! They have a Mr. Smoothy's in the town. Y'all could use it as a distraction for Ben."

"Disney World?" Mai repeated with a raised brow before whispering to Kajun, "What's a Disney World?"

"An amusement park made by the company of the same name," Kajun explained,

"We thought it was the most famous place on Earth for you humans," Driba spoke, "You...seem to like bright colors, cartoon characters, and mind numbing distractions."

"Do not forget we come from a time where we have to live on mountains to survive due to the surface being engulfed in a toxic gas," Kajun reminded, "I also have a quandry."

"Quander ahead," Blukic offered.

"Did you remember to disconnect from Tsubaki's laptop before doing all this on the chance that you're also messing with the screen on her computer?" Kajun asked.

"Blukic?" Driba asked.

"Driba did it…" he responded.

"What? No, I didn't disconnect it. I thought you did," Driba replied before magenta energy tentacles snagged the four.

"Ahem," Gwen cleared her throat as all four were turned to face her and Tsubaki.

"...Oh god! They have the same glare!" Mai freaked.

"Oh dear…" Kajun whispered in worry.

"He did it!" Blukic and Driba quickly blamed, pointing at each other.

* * *

"Just cut the line!" Ragna barked.

"But Ben is still in there!" Rook argued.

"Cut the line!" Kevin shouted.

"He is still in there!"

"Rook," Max pointed ahead as the large jagged rock they were heading towards.

"...Cutting the line," Rook gulped before the rock exploded when the krakken erupted from the water, roaring in pain before collapsing on the remains.

After a while, its jaw opened as Crashhopper fell out and into the water. After a flash, Ben resurfaced, gagging and sputtering water, "Oh god...oh...that...was one of the worst things I have ever smelled...and I have an alien whose power is unbridled stink!"

"Did you knit its intestines into a sweater?" Kevin joked.

"No…" he sighed, "You know you joke, but you're still scared of Rath." Ben smiled.

"No, I'm not," Kevin replied, looking away with a snort.

=LEMME TELL YA SOMETHIN'!=

"Agh!" Kevin yelped, spinning around...only to deadpan at Max, chuckling while holding up his badge that had replayed an audio clip of Rath.

"Alright, alright. Fun's over," Max sobered up, "Your little fishing adventure got us to an entrance over there. Hopefully, we're on the right track to finding Patelliday."

"Right," Ben agreed as Rook helped him on board the boat as Kevin and Ragna paddled it to the large entrance nearby, "Sorry 'bout the wet fur, Rook."

"It is nothing…" Rook replied...before all four men covered their noses and tried to move away from Ben, "Compared to the way you smell."

"Yeesh...and I thought that damn slime monster's lair stank…"

"What did it smell like?"

"Bugs, rotting corpses...and blood," Ragna replied.

"I am sorry, but it is even worse than Stinkfly," Rook apologized.

* * *

=What are you doing?= one of the bots demanded another, both wearing cooking aprons.

=Preparing fresh fish= the other replied, chopping the head off an alien fish's body and tossing the body into a boiling vat by the first robot.

=The captain said he wanted raw=

=No, he said fresh=

=Raw=

=Fresh=

'_Yeesh...and I thought Blukic and Driba argued,'_ Patelliday thought, lying nearby on a preparation table as he watched the two bicker.

While they were distracted, he took the moment to break the ropes tying his arms together. Some of it landed on a decapitated fish-head one of the robots picked up and threw at the other, hitting it in the face as the fish-head landed in the pot of hot water. A piece of rope landed on the robot's bigger arm, which he took off.

=Watch where you're going, you chum, and cut up that talking fish=

=Fine...I…=

"Um...excuse me?" one of the robots turned to see Patelliday standing on top of a fixture, "But...I don't wanna be lunch!"

Before it could react, Patelliday jumped off the fixture and slammed his feet into its chest, knocking it down onto its back. He performed a flip and slammed a kick onto the head of the other, sending it crashing down on to the other and breaking both their head units off. Pateliday looked at the two and took a bit of a piece of tentacle.

"Well, glad that we cleared that up," he noted.

* * *

The five charged through a tunnel, intent on reaching the end. Ben remained in the lead...until he smashed face first into nothingness.

"What happened?" Rook pondered as he helped Ben back up.

Kevin walked up to where Ben crashed and tapped twice, "Forcefield. Seems to be Level 3 tech from Petropia at that."

"A forcefield? Heh. Seems the past and future have one pain in the ass that will never go away," Ragna snorted as he put his hand on it...before frowning after a moment, "Damn. Dispel normally works. Freaks the assholes on the other side, too."

"Not magic; tech," Kevin replied before grabbing Rook's Proto-Tool and stopping him from firing it, "Bad idea. This thing can reflect a laser right back at the shooter with twice the force."

"And if I had to guess right…" Ragna began as Max tried charging the shield, only to end up crashing against it, "Brute force won't work as well."

"Urg...Ben...a little help?" Max asked with a groan.

"Alright. Now which o…" Ben began before a small alarm came from the barrier before it dissipated, revealing Patelliday by a switch, his hand pressing it.

"Pateliday?" Ben asked in surprise.

"Told you he could handle himself," Max smirked.

"Not bad old timer…" Ragna muttered.

"Oh, now don't you start with me, young man. I might not be as spry as you youngins, but I can still fight with the best of them," he argued, slurping down another piece of seafood he stole from the galley, "Plus…" he pulled out a red blaster filled with water with the muzzle part resembling an clawed hand, "It helps to find an ammunition storage."

=Unknown DNA signature detected= the Omnitrix went off before a yellow light scanned the blaster =DNA sample acquired. Storing in Playlist 7=

"Well then...that's cool...and creepy cause that thing is a sentient creature's arm and not a cartoony gimmick…" Ben muttered, making the others cringe.

"Well...I'll be adding possible murder charges," Patelliday noted, a bit greener around his gills than normal, "Now hurry up. They're about to cast off."

"Any idea what their scheme here is?" Ben asked as they all prepared their weapons and abilities while following after him.

"Hang on it'll come to me...I gotta ruminate on it…" Patelliday responded.

"He's a ruminator," Max smiled.

"Of course he is," Ragna muttered.

* * *

The team found the ship just as it was moving away from the catwalk which connected it to the cave port they used to hide in. The group all jumped and managed to enter just before it fully submerged into the water.

"Full forward!" Kork ordered, standing in the ship's mainbridge as his crew worked on the consoles, "Just a few more ships, and our set of Earth vessels is complete. Ready for sail!"

=Aye C...= one of the robots began before one of the doors leading into the room was kicked down.

"Aw nuts...I wasn't quite done ruminating yet."

"I just really wanted to get to the Swashbuckling!" Kevin smiled, covered in metal as he morphed his hand into a cutlass.

"I'm just looking forward to kicking some ass after today," Ragna smirked, his blade already out.

"...How…?" Kork frowned as his crew immediately came to his side.

"Let's just say the Magister you captured wanted to figure out your plans for himself," Ben answered.

"Indeed. Although to be honest, I was expecting something a bit more…" Pateliday began as he pondered, trying to figure out the right word.

"Impressive?" Rook offered.

"Impressive?" Kork repeated, "...I'm stealing boats and putting them into giant bottles!"

"That's it?" Ragna asked in disbelief.

"People are in them," Pateliday noted, "Honestly, was expecting it to be more like a large-scale hostage situation."

"...Well what a let d-wait…" Ragna began before narrowing his eyes at Kork, "What are you planning to do with the bottles?"

"Isn't it obvious? I be selling them to the highest bidder! These boats are worth a fortune to certain...galactic collectors."

"...And the people on the ships?" Kevin asked with his own frown.

"Well...who can refuse free slaves? Provided they're still alive of course one the air runs out in the bottles," Kork answered.

"..." all six shared looks.

"Yeah, no way we're letting you go now," Ben stated, "You're going down."

With that, he activated the Omnitrix and slapped down on it. In the instant of the green flash, Ben's body changed, becoming taller and more muscular. Red armor engulfed his head, torso, lower arms, and lower legs with spikes emerging from the undersides of the arms, the back of the legs near the ankles, and on both shoulders while the rest of his body was covered in gunmetal grey plating. Metal tubes with transparent parts emerged from the back and connected to a mask on his helmet by going under the arms as transparent glass formed on the backs of the red armor on his arms and on the front of his lower legs, showing nothing but pressurized water inside. A black visor covered his eyes before green lights illuminated behind it as a pair of siren-shaped containers forms on the sides of his head with the Omnitrix appearing on his chest.

"A Cascan!" Kork gasped before snarling, "Ye mangy beast! Men, kill 'em all, but save the scurvy Cascan for me!"

"Whoa!? Wha-what is this guy?" Ben asked, confused and holding his arms up as ports above his wrists blasted streams of water which washed away the robots, "Oh...that...can be handy. This guy's like Water Hazard." Kork stabbed at him only for him to blast the floor and propel him over; Kork swung his hook arm only for the port on the alien's wrist to blast a spurt of it in the shape of a blade to parry the hook, "Whoa! Okay...This guy's got better water control than Water Hazard."

"Another water guy?" Kevin grunted, slashing a robot.

"A better water guy!" Ben smirked as he blasted water bullets with his other arm as they tore through several robots, "I think I'm gonna call this guy...Overflow!" he cheered, forming his water into two blades as he blocked Kork's hook and swung around, slashing another robot and swinging Kork away from him, "So what's the deal with not liking this guy, man?"

"Ye scurvy barnacles interfered when I did this back in the Andromeda Galaxy. Ye may have stopped me then, but I still claimed an arm from yer kind! This time, there will be no stopping me!"

"That explains this," Pateliday noted, firing his swiped 'blaster' at a robot, tearing right through it.

"Ye raided my treasury!?"

"Treasury? With all those blasters and swords, I thought it was an armory," Pateliday replied.

"...Remind me to execute the idiot who put it in the wrong room!" Kork snapped

"Yeesh...this guy really is a stereotypical pirate…" Ragna groaned, using his sword to slice a robot's arm off before backfisting one that tried to sneak up on him, "Only thing he's missing is a parrot."

"Reminds me of that weekend that we took out Cassiopeia way, you and Xylene, me and Appida Lou," Pateliday reminisced as he and Max stood back to back. Overflow over hearing them wretched -causing the water tanks on his head to bubble- at the prospect of his Grandfathers romantic life.

"Pateliday."

"Yes, Max?"

"DUCK!" Max barked, the fish alien ducking down in time to let Max fire his blaster at a charging bot.

Pateliday spun around Max, "Leg sweep!" he roared, using the move to knock a robot off its feet before slamming a fist into the robot's head, shattering it, "What's keeping you, newbie? The air in them bottles is getting mighty stale."

"I am on it, Magister," Rook replied, typing away at the console nearby.

"Work faster!" Ragna called as he sliced down another robot, "Alright, that's it! Everyone duck!" for a moment, the orb on the back of his fist opened, letting out a faint azure light, "**Carnage…**" he swung his sword twice, creating two large slashes of red and black energy that clashed together, tearing apart several dozen robots, "**SCISSORS!**"

"That guy keeps showing off some pretty neat tricks," Overflow noted between parries with Kork.

"That was awesome!" Kevin exclaimed.

"That stuff gave me the heebie-jeebies," Pateliday admitted with a shudder.

At the computer Rook was working on, the screen changed from orange and red to black and green. One by one, the bottles filled with ships were released, floating up towards the surface. The console opened up for Rook and deployed a small blue remote with a black button on it. He grabbed the device and smiled.

"That is it! Prisoners liberated!" Rook called out.

"Good work, partner!" Overflow grunted as he turned his water blades into whips and kept Kork at a distance.

"Ye filthy bilgerats! I'll make sure you're all…" Kork snarled.

"Hey, Kork!" Kevin called.

"Huh?" Kork turned in time to be slammed in the face by Kevin's fist now in the form of a mace, sending him crashing into the console near Rook, his hook stabbing into the machinery.

"Put a cork in it," Kevin smirked before alarms began to blare as the console started sparking.

"What have ye done?!" Kork snarled, pulling his hook out.

"Nothing you didn't have coming," Overflow replied as everyone moved back from the exploding consoles before loud groans of metal buckling echoed.

"Oh, that's not a good noise," Ragna noted before water started breaking into the chamber the bottled ships had been in, "Yep. Not a good noise at all."

"Oh we're not sinking, are we…?" Overflow realized as water filled the room where the ships in bottles used to be stored, "Oh we're sinking! We are sinking!" he panicked, "Oh right...this guy breaths underwater…" he took a deep breath.

"But we can't!" Kevin and Ragna barked as the paneling began to crack before them.

"Abandon ship!" Pateliday called.

* * *

After a while, the water exploded as an escape pod surfaced. Its lid bent and bubbled as it was kicked off. Overflow and Patelliday surfaced as the guys all gasped for air within the pod. Kork was bound together by rope and his own tentacles. The two got onto the escape pod just before Ben's Omnitrix timed out.

"Well, boys, wrap this up," Pateliday ordered...before pulling out a fishing pole and sat on the edge of the pod, "I want to see if the fish are still bitin'!"

"Oh no! Not again…" Ragna groaned, "I am never accepting another fishing job for a long while…"

"You're out of luck!" Kork declared, "You'll never get your humans out before they run outta air!"

"Oh, I think otherwise," Kevin replied as Rook held up the remote and pushed the button...causing the corks to pop out of the bottles as said bottles dissolved away, freeing the ships, "You were saying?"

"Urgh…" Kork groaned in defeat.

"It looks like that this trip has caught us a whale," Rook noted.

"Oh no…" Pateliday groaned, bringing a hand up to his head in disbelief.

"Seriously? D...Did you seriously just say that?" Ragna deadpanned.

"Terrible," Ben deadpanned.

"Uh, wh-whuh-why was it terrible?" Rook asked in disbelief.

"They mean that it was a groaner," Max explained.

"I did-I d-don't-uh...a groaner?"

"This guy's got a lot to learn," Ragna pointed out.

"Tell me about it," Kevin sighed.

* * *

After that eventful day of fishing the guys were finally able to drive home, after hours of dealing with thanks and complaints from the boats. They locked up Kork for many crimes, and finally rangled up some fish. Granted they had to keep Patelliday from eating anything they caught.

"I'm not eating that freaky alien slime fish." Ben spoke as they walked up to the door.

"But it is a delicacy." Rook spoke.

"Dude...no offense but we've had it with fish after today." Kevin argued.

"Agreed…" Ben sighed as he unlocked the door, "Besides, the girls probably had a boring day compared to ours."

"Yeah. At home all day dealing with a bored Makoto...they must be dying for something fun to do!" Kevin laughed as Rook opened the door. All three of them stopped and noticed the mess before them, "Oh my god we've been robbed!"

"That is impossible. The house's security system would've gone off if someone attempted to…" Rook began.

"B...Ben? Rook? Kevin?" Noel spoke, peeking out from behind the overturned couch, "...Oh thank goodness...you're home."

"Noel, what happened?" Ben asked.

"Well...you see…" she took a deep breath of air before, "Makoto wouldn't let go of the project Rook and Tsubaki are working on, so she roped us into trying to find out what it is. But Tsubaki teamed up with Gwen and suddenly it was us vs them, but I didn't want to do this so I hid. And before I knew it, I hear shouting and Makoto is biting people, and mean words are said, and all sorts of silly things that only happen when Makoto is left unchecked or is temporarily against anyone! And I didn't know what to do and before I knew it, the fighting got taken outside, but I'm not sure if it can be called fighting as Makoto was mostly laughing maniacally in between saying Ow over and over again…" she stopped to take another gasp of air, "And then the hurricane of nonsense flew into Tsubaki's room and I've heard the sounds of loud messy chaos coming from in their. So I kept hiding…"

"...Is...is that so?" Rook asked, cautiously looking back and forth at the mention of the project.

'_...I knew I forgot something during the trip!' _Ben mentally exclaimed

"Alright spill it space cadet, what's this project so all of us can get on with our lives and Makoto doesn't start jumping you when your guard's down." Kevin sighed.

"She'll do it to…" Noel whined.

"...Well...I…" Rook began nervously, almost as if he felt a pair of eyes staring straight into his soul if he said anything.

"Come on partner…" Ben said before smirking, "Or we could put you in the Kaka Clan village...while all of them are high on catnip."

"...You would not…"

"Oh wouldn't I?" he smirked further.

"...I..."

"Oh good. You're home," Tsubaki spoke as she walked in, brushing her hair a bit, "Apologies for the mess. Makoto...was getting a bit angsty."

"Yeah, because yo-MMPH!" Makoto's voice began before it was muffled.

"Okay I'm putting an end to this mess...everyone talk now." Ben sighed.

"We are in no mood...we fought Pirates...Patelliday almost got eaten! The bad guy put boats in bottles!" Kevin snapped, "And Ben almost drowned us several times...so please just tell us what you are doing."

"Please do…" Rook begged, "I have read what happens when a Kaka Clan member is high on catnip...and I do not want to imagine what happens if the entire clan is high on it."

"...I was hoping to keep it hidden, but I knew it was gonna get out eventually…" Tsubaki sighed as she put her brush down, "You see...We've been thinking of planning a trip."

"You have?" Ben, Kevin, and Noel blinked.

"We have?" Rook blinked in equal confusion.

"Hmm..." Ben crossed his arms in interest.

"Yes...a rather interesting trip. A vacation if you will," Tsubaki added

"MMM!" Makoto's muffled voice could be heard.

"Hmm…" Ben arched an eyebrow again.

"..."

"Well if I wanted the truth I could always get it out of you…" Ben sighed, "I'm gonna take a nap…"

"Wait. Just like that?" Kevin asked.

"I'm probably gonna have to fix whatever mess this leads to anyway." Ben shrugged walking off into the house.

'_Phew…'_ Tsubaki and Rook gave mental sighs of relief.

"...Fine. If you guys are going on vacation, it'll give me time to work on the car," Kevin shrugged as he walked off.

"I..suppose I'll go help Gwen-san out with Makoto," Noel muttered as she headed off as well.

"...That was close…" Rook spoke once he and Tsubaki were the only two left in the room, "Good move on lying about that vacation."

"It's not a lie," Tsubaki simply answered, making him blink, "Once Makoto's healed up and Kevin and Gwen have left, you and Ben are coming with us girls...with you and Makoto being a distraction for Ben."

"Hmm? Whatever for?"

"Just trust me…"

* * *

_SZ: And so ends another chapter...and if you caught the tase..you know what the next chapter is...and I am SO HYPED!_

_Z0: Indeed we are we are gonna begin some real shenanigans levels nonsense fueled epicness in the coming chapters. _

_SZ: Oh indeedy do...and we are gonna love every moment of writing those chapters! Read adn review folks! Normally GT would end things off with a bang, so...Z0?_

_Z0: Drop the bomb! *giant cartoon bomb falls towards us only to stop inches from our heads* Huh….would ya look at that…_

_SZ:...that was cl-_

_***BOOM!***_


	14. Terror in Tremorton pt 1

_SZ: *giggles excitedly*oh this is gonna be so much fun~~!_

_GT: *not there*_

_Z0: Oh they're giddy...ones so giddy he plum vanished_

_SZ: Oh we are...we own nothing aside from original content, so BEGIN!_

_GT: *a massive crate of TNT appears and detonates*_

_***KRA-KA-KABOOOOM~!***_

* * *

"_Ah...can't...move…" a female figure groaned as they were moved from a battlefield, the sounds of explosions being heard as the figure's body sparked._

"_Hang in there...we'll get you fixed up a-"_

"_No...I..I can still…" the figure began before a massive spark surged through their body, "Ahh!"_

"_No you cannot...not in your condition. If you try in your stat...I'm afraid you'll go into the Big Sleep…"_

"_Has that..ever...st-" the figure began before they slumped._

"_I am sorry...but I cannot allow that. For now...rest." the one carrying the figure sighed before looking out at the battlefield, "...I just pray no one makes this nightmare happen again…"_

* * *

"Wait...so what's the name of this place we're heading to?" Ben asked as he and the girls were within the ProtoTRUK, Rook piloting it as it flew through the skies.

"Termorton, a town located within California," Tsubaki answered

"I see...why?" Ben asked again as he cycled his Omnitrix a few times to see if anything new showed up after scanning a new alien.

"Yeah Tsubaki...why?" Makoto asked in suspicion.

"Well...we have some vacation days, and I figured we could use this opportunity to explore it," Tsubaki explained.

"...I dunno…"

"From what I recall, they do have one of the original Mr Smoothy's locations there," Rook added, earning Ben's attention, "And they do have some flavors that are no longer available."

"Why didn't you say so!? Land this bird, partner!" Ben cheered.

"That fast!?" Makoto gawked.

"I am a simple man! Of simple pleasures!" he smiled, not paying attention to the Omnitrix roster as it turned off.

"Seriously?!"

"Oh what? Like you don't have that feeling?"

"I do...but mostly with parfaits and all you can eat buffets!" Makoto argued before blinking, "...Say Tsubaki, y-"

"No."

"You didn't let me finish~!"

"I already know you're going to ask about the latter, so no."

"Mmm~"

"It's a shame Kevin and Gwen couldn't join us…" Noel spoke.

"True, but Gwendolyne was ready to head back once Kevin finished the car," Kajun stated, looking at a book she had on her.

"Plus Makoto is feeling better, so it'll give her some time to readjust herself..." Mai added before shuddering, "I remember what happened last time she was locked up in her room for a week…"

"I will try not to punch people into space!" Makoto saluted sarcastically, "Also I wasn't that bad…"

"You mentally scarred a member of the student council," Tsubaki deadpanned.

"Well he shouldn't have banned parfaits for 'being too cold and sweet!'" Makoto argued.

"They sound like a jerk." Ben added.

"Right!" Makoto shouted, "Doesn't help he was one of those rich douchebags with one of those snooty girlfriends."

"...how snooty we talking?"

"You know. The kind that go 'Oh~hohohohohoho~!'"

"Oh…" Ben realized, "Yeah sounds like he had it coming."

"Don't agree with her." Tsubaki sighed.

"Can you deny it…?" Ben countered, making her glare at him, "Point Tennyson~" he cheered.

"...Rook? Once we land in Tremorton, you and Makoto will be looking after Ben while the rest of us explore the town."

"Hah?!" Ben gawked.

"Consider it punishment for destroying that weather machine without fully hearing what those Weatherbots were going to warn you…" Tsubaki stated.

"How was I supposed to know it would cause a class 5 hurricane?!"

"..."

"...Okay. I'll admit...kinda my fault…" Ben chuckled sheepishly at the stern glare she gave him, "Oh fine...I'll try not to ruin the town." he declared, shooting his hands up in defeat, "But the moment some monster or random super villain shows up, I get dibs!"

"...Just try and keep damage to a minimum…" Tsubaki sighed, "Otherwise you'll just give Harangue fuel to use against you…"

"Oh…" Ben began before pondering that for a second, recalling all the 'footage' Harangue used on him before to make him look like the bad guy, "...Fair enough...this Mr. Smoothy's better be worth it though."

* * *

"It is exactly worth it!" Ben beamed as he, rook, and Makoto sat in a booth, a few smoothies surrounding the male brunette as he took a drink of one.

"Are you sure you will be able to drink all of those?" Rook asked.

"Dude...it's me…" Ben smirked as he took a sip, "Ahh...seriously, why doesn't Mr. Smoothy's make them like this anymore?!"

"Mmmm," Makoto shrugged, drinking her own, "Though I will agree with ya. These smoothies taste how they should in terms of flavors...and I love it!"

"Well of course, little miss Bearcat! Nothing but the finest of ingredients here!" the man behind the counter laughed, "Not unlike the Mr. Smoothy's of today with some of their artificial ingredients."

"...what does 'Bearcat' mean?" Makoto whispered to Ben.

"I think it's 1920 or 1930's slang for a fiery woman," Ben answered.

"...Just when I think I've learned about Earth's odd sayings…" Rook muttered.

"Slang evolves over time, Rook." Makoto added.

"It's easier for you to focus on just modern slang." Ben added, "We'll explain anything else."

"I do not understand Earth." Rook sighed.

"Your world don't make a whole lot of sense either Rook." Makoto countered, "But enough about that. Let's just enjoy our vacation."

"What do you think Tsubaki and the other girls are doing?" Ben asked.

"Who knows?" Makoto shrugged, "Probably looking around the mall here or exploring some historical sites or something."

"And now to grill Rook." Ben smiled.

"I am sorry?" Rook blinked as the two smirked evilly, "Oh no…"

"Oh yes…"

"...Look! Someone who hates smoothies and parfaits!" Rook shouted as he pointed behind Ben.

"Yeah...like we're falling for that," Makoto deadpanned.

"Rook, Vreedles!" Ben pointed, making Rook panic and turned around to aim his ProtoTool, "And that's how it's done."

"...Do not ever joke like that again…" Rook frowned as he put his weapon away.

"And I promise I will. Now...what are we really doing here?" Ben sighed.

"We have already told you…" he muttered.

"Makoto...the stuff from Grandpa Max." Ben snapped his fingers as she pulled out a bag of some amber colored fruit. Rook's eyes widened seeing it.

"Is...is that…"

"Yep...fruit from your planet. Special delivery to Mr Bauhman. Last supply for the month." Makoto smirked.

"..."

"So here's the deal….you tell us, and we give it to you…" Ben offered with a coy grin, "

"...Do not let Tsubaki know I told you this," Rook frowned a bit, "I fear what she will do to me if she found out I let the secret out."

"We pr-"

"And do not cross your fingers," Rook added, "I may not be as knowledgeable at Earth customs as you two are, but I do know that is a sign people are lying."

"Fine...we won't let her find out."

"Good. Now..the real reason we are here is…" Rook began.

* * *

"A mystery?" Noel blinked as she, Mai, and Kajun looked at Tsubaki as the four girls walked along the sidewalk, passing b a few houses.

"Yes. Me and Rook have been looking into it for some time now," Tsubaki nodded, "You see, there's a house here that's possibly haunted...we weren't sure if they were true, but while you girls were busy checking out one of the stores…"

"I had to stop Kajun from looking at the robot display," Mai spoke up.

"Again, apologies...they just looked so authentic," Kajun apologized.

"...As I was saying, while you were busy, I've learned more rumors about the haunted house we are…"

"H-haunted….?" Noel repeated, gulping nervously as she shot behind Mai.

"...Yes," Tsubaki sighed, "And please...stop interrupting me."

"...Gomen. P...please continue."

"Thank you," Tsubaki nodded, "Now then...as I was saying, the haunted house we are heading for, it was once owned by a Dr. Wakeman, one of the top leading scientists of robotics in the 1920s. Rumor has it people can hear a faint humming sound coming from the house."

"Humming...like...a person...or a machine?" Noel asked shaking.

"Not sure," Tsubaki answered, "So I was thinking we could investigate it...you know like old times."

"...Wait. Does this mean…?" Mai began.

"Yes. It's time for Team Remix Heart to come out of retirement...minus Makoto for now."

"Phew…" Mai sighed in relief at that last part, _'Thank goodness...last thing I need is her scare-groping me...'  
_

"...Well this should be a pleasant experience then," Kajun noted with a small smile, "So how far are we from the house?"

"We should be here...now." Tsubaki said stopping, making her friends stumble to stop and not trip over each other.

The four stood before a large three story house, the dark grey paint chipped from age as a few windows were broken or cracked. The foliage around the front lawn was either overgrown, or bare of any leaves...most likely due to no one being able to take care or water them. Even the glass roof on top was chipped and cracked Overall...it almost looked more like a haunted mansion than a house.

'_...Yeah. So glad Makoto's not here to scare grope me…' _Mai thought.

"...W-we're going in there, aren't we?" Noel nervously asked.

"Of course," Tsubaki nodded as she approached the front door, "It's not any different from when we explored the school late at night for the mysteries involving around it."

"True," Kajun agreed as she followed after the red head, Mai and a nervous Noel following behind.

"I'm not sure about this…" Noel muttered.

"It's just an old house. I bet the noise is some old machines that belonged to the woman who lived here, still turning on and off." Kajun argued logically.

"Most likely," Tsubaki nodded in agreement, peeking through an opening in the front door's glass window as she looked inside, "...Things seem normal enough…" she muttered as she reached for the handle and turned it, letting the door opened up, "..its unlocked."

"Most likely due to the lock being broken from rust or time catching up with it," Mai guessed as Tsubaki cautiously opened the door.

As the four walked inside, Noel staying behind Mai since Makoto wasn't around, they looked around the place. Much like the outside, the painting covering the walls inside was chipped from age with cobwebs covering the various pieces of broken furniture around the house while dust heavily covered the stairs leading to the next floor. Another thing they took notice was the various robot parts that laid out around the floor, broken and rusted.

"..." Noel squeaked a bit, noticing how some of the robots seemed...bug-like in terms of appearance.

"...Interesting…" Kajun whispered, moving towards one of the robots while writing down on a notepads, "Some of these robots seem more...advanced for something created in the 1920s...and yet..." she used her pen to poke at one of the bug-like aliens, "Some of these seem...alien in nature."

"But...why are they here?" Mai asked.

"Most likely? They invaded Earth and attempted to attack Dr. Wakeman's home" Tsubaki guessed before pulling her badge out, "Rook, are you available?"

_=Yes. Makoto and Ben are trying the local arcade=_ Rook answered _=Do you need anything?=_

"Yes. Do you know anything about robotic-bug like aliens?" Tsubaki asked as she knelt down towards one of the aliens, "Specifically...ones that almost resemble scarabs."

_=Hmm...one race does come to mind, but the files I have read on them were old, so I could not read much about them= _Rook answered.

"What were they called?"

_=The Cluster=_

"Oh...well that's not a scary name…" Noel muttered her voice squeaking.

"..Is that all?"

_=All I could get was their name, and their former Empress' name...Vexus...but all info on her was...=_

_=Yo Rook! What are you doing?!=_ Ben's voice called from the background.

_=Oh I am running a search for Tsubaki=_

_=Wait...are they….AH! Are they solving mysteries without me!?=_ Makoto snapped as the sound of Rook gruting where heard _=How could you! I thought we were friends, sisters!?=_

"Makoto...I didn't want you to come because…"

_=Because why?!=_

_=How is she making herself cry…=_ Ben asked.

"...Haunted house..." Tsubaki deadpanned.

_=...oh….=_ Makoto paled at that _=...On second thought nevermind. Have fun=_

_=Wait...you're scared of h...=_

_=I have a rational fear of spooky stuff at times!=_

_=You are a woman of many complex emotional layers ain't ya?=_ Ben muttered.

_=Oh like you're one to talk, Mr 'afraid of peacocks'!=_ Makoto argued.

_=Who told you!?= _

_=No one...but I did see you flinch when a picture of one showed up in that nature documentary Tsubaki had me watch while I was in recovery=_

_=You need to forget…=_ Diamondhead spoke.

"Wait...peacocks...so...like how Tsubaki is afraid of Pandas?" Mai blinked.

"I keep telling you pandas are evil!" Tsubaki snapped as she stomped the floor, causing a loud creaking sound, "..."

"...Please tell me that was an old piece of furniture…" Noel nervously begged.

"...I don't think…" Mai began before the floor caved in on all four girls as they fell into the room below, "Ahh!"

_=Girls?! Girls are you alright?!=_ Makoto asked, worry heavy in her voice.

_=Well...we're tracking them=_ Diamondhead sighed _=To the haunted house!=_

_=Understood=_ Rook nodded as the communicator went off.

"...Ow…" Mai groaned as she got up, the bluenette in a small dogpile of herself and her friends, "That...was unpleasant…"

"I'm sorry. That...was my mistake…" Tsubaki sighed, underneath the pile with Noel on top.

"It's fine…" Kajun said as they managed to undo the pile and got up.

"...Where...are we?" Noel pondered as she took notice of the area, nothing that it looked...almost like a lab of sorts.

"...Oh no…" Mai whispered, noticing a gleam in Kajun's eyes before zooming off.

"Oh my goodness! So many blueprints for new robot models! And-Oh! A global tracking system? Oh such amazing things! And to think..this was all made in the 1920s!" Kajun beamed, zipping around the lab as she examined each and every part of it, "Dr. Wakeman was quite ahead of her time, it seems!"

"That seems...impossible," Mai noted.

"Impressive?" Noel added.

"No...very interesting…" Kajun whispered in glee, "Oh...to imagine what sort of secrets this lab could hold…"

"Kajun, calm down. I know this is amazing, but we need to…" Tsubaki began before her hand brushed against something, "?" She turned to see a fairly large pod, colored in silver-white and light blue as a shadowed figure was seen within.

"...Hmm…" Kajun pondered as she moved close to the pod, "Interesting… This appears to be a recharge station of sorts...but might also function as a sleeping chamber used for recovery…"

"...What...do you think is inside?" Noel asked, trying to look into the pod's window.

"It looks human…" Kajun noted, leaning forward.

"A person is in there? Is it a cryo pod?" Mai asked.

"Most likely," Tsubaki noted.

"...Should...should we open it?" Noel asked, "I'm...kinda worried about who's inside."

"I would most likely not advise it," Tsubaki stated, "If it is a cryo pod...whoever is in there will most likely be shocked from everything our era has."

"But...we can't leave them in there...what if they also need help? We can move them into Rook's truck and take them for medical help." Noel argued, "But you also make a point...which makes it conflicting…"

"...It is rather conflicting…" Mai admitted, "...Kajun, what do you….Kajun?"

"...It seems...robotic in nature…"

"...Kajun, no…" Tsubaki began.

"...The science...oh the _science_ in learning what it could be~!"

"Ahh!" the three freaked as Kajun headed for a nearby console.

"Stop her!" Tsubaki quickly ordered.

"If I do this, then m-" Kajun began before Mai and Tsubaki grabbed her, "Mmm...let go!"

"Kajun no!"

"But...but the science~!"

"Kajun, you are an adult woman! Act like it!" Tsubaki snapped.

"Not physically…" she argued simply.

"Even still! You can't just...You're usually more composed than this!" Mai argued.

"True, but when there is something new and interesting before me, I...I have the urge to examine each and every part of it and learn all I can about it."

"Um...minna?" Noel began, noticing something happening with the pod.

"Yes, but now is not the time for Science mode to flare up!" Tsubaki argued, "Did you not hear what I said about whoever is in that pod might go into shock?!"

"Minna.."

"But what if the being inside is in need of help? Only by investigating can we tell for sure!" Kajun argued as she tried to get closer to the pod as Tsubaki and Mai held her back.

"Minna…"

"Yes, that is true, but what is more important?! Their mental state or their physical state?!" Tsubaki argued.

"Plus we…" Mai began.

"MINNA!" Noel shouted, earning their attention, "Th-the pod is opening."

"...Huh?" the three blinked.

**=Recovery complete. Shutting off stasis mode=**

The girls tensed as the pod began to open, mist seeping out as the front began to split, revealing the figure within. The figure appeared to be a robot of sorts, designed to look like a teenage girl that was roughly 6.6 feet, or 2.01 meters, in height. Her body was primarily a pristine white metal with teal lips. She had two teal triangular 'pigtails' connected to the top of her head by a pair of white screws with teal 'hair' on her head. Her body was covered in teal armor resembling a crop top, miniskirt, and a pair of boots with white heels. The palms of her hands sported a teal circle in the center of them while a teal bolt acted as a belly button. Multiple cables were connected to her body before disconnecting and retracting into the pod, letting the exposed panels slide back into place on her figure.

"...A...a robot girl?" Mai blinked.

"It said recovery complete...was...it damaged?" Kajun pondered, stepping forward.

"Kajun, careful," Tsubaki advised, "We don't know what she could be capable of."

Kajun nodded as she stepped forward, cautiously examining the robotic being before them, "...Interesting…she's so well detailed…it's as if her face is...well real. She could more than likely emote and express… A machine with emotion...Dr. Wakeman must have went all out with her… I wonder what…?"

"Ugh...not so loud, mom…" the robotic girl groaned, making the girls tense as she yawned, opening her eyes slowly to let her see as she moved out of the pod, "Did Tuck get into the lab again…?"

"..." Noel was about to say something before Tsubaki quickly covered her mouth, "?!"

"Oh dear...maybe Mai had a point…" Kajun realized, Tsubaki developing a livid look as she moved her hands in an attempt to throttle her.

"...Wait. Who…" the robot girl began as she opened her eyes fully, letting her see the four before her, "..."

"..."

"..."

"..."

"..."

"..."

* * *

"...Okay...that's not creepy at all…" Makoto whispered as she, Ben, and Rook stood before the house the girls were in, "And...you said you tracked them here...right Rook?"

"That is correct."

"...Honestly I was expecting something w-" Ben began.

"AHHH!-!-!-!-!"

"KYA!-!-!-!-!-!"

"AH!" Makoto cried, jumping into Ben's arms at the screaming.

"I was not ready for this!" he cried, falling over.

"...We better head inside," Rook stated as he pulled his weapon out, "Hopefully the girls are alright."

"They better be!" Makoto exclaimed.

"...Makoto, Ben cannot breath."

"Huh?" Makoto blinked before looking down, seeing his face covered in her chest once more "...Oops. Did it again…" she whispered as she moved off him.

"Bah! Again?!" Ben exclaimed once he breathed in some air.

"Well it's not like it's on purpose!"

"Well I'm starting to think it is!"

"...Oh brother…" Rook facepalmed before a laser shot blasted through the roof, "?!"

* * *

"N-now calm down! I'm s-ahh!" Tsubaki yelped as she ducked under a laser shot.

"Who are you?! What are you doing in my house?!" the robot girl demanded, her arms taking the form of blasters as she aimed at them, "What did you do with my mom?! ...You're not with Vexus, are you?!"

"I don't know who that is! I was dragged to this scary place by my friends who insist on doing scary things! And now I'm being blasted by a girl who looks like a robot and I just want to go to a corner and cry that this is my life!" Noel shouted all in one breath, tears welling in her eyes.

"...Okay. Now I...oh geez…" the robot girl whispered as she put her blasters away, "Now I feel kinda bad…"

"It was our fault…" Kajun muttered.

"_OURS_!?" Tsubaki snapped.

"Maybe...mine…" she corrected, "I...really can't control myself at times…"

"We're sorry!" Mai cried in panic with Noel.

"...It...it's fine really. Just...You took me by surprise is all…" the robot girl sighed, "Jumpin' jimminies, this sure ain't a darb. Making a cancelled stamp start to cry...ugh. Now I'm feeling like a right Mrs. Grundy..."

'_...What did she say?'_ most of them thought.

"...Oh! By the way, I'm Jenny and...and…" the robot girl began before noticing the condition of the lab, "...What...happened to my mom's lab?! It's all zozzled! Oop!" she covered her mouth, a blue glow appearing on her cheeks as she looked around, "Oh, I really hope she didn't hear me say that. Artificial taste buds are not the bee's knees when soap's involved." she looked at the girls, "None of you were on a toot, were you?" she blinked and her eyes glowed, "No. Not a toot, though the readings from two of you are giving my processors the feeling of being half-seas over. ...Don't tell her I said that either." she blinked and her eyes were back to normal before she gasped, "Jumpin' jimminies! He's still out there! Uh...You gals stay down here. You'll be safe. I…"

She turned around and deployed a pair of jet wings with engines on the ends from her back, but before she could take off, a rope's end hit the floor. She looked up in time to see Rook sliding down on it, followed by Makoto...though the Beastkin was shivering the entire time just lightly.

"Spooky house...spooky spooky house…" Makoto whispered.

"You have said that fifteen times since we have begun this descent," Rook noted.

"It's a spooky house of scariness! Sue me!" Makoto snapped.

"Oh! Ma…" Noel began.

"Invaders at this time?!" Jenny exclaimed before her left arm turned into a blaster, "Go chase yourselves! Get to cover while I deal with these two!"

"?!" Rook tensed in surprise before pulling out his ProtoTool in its blaster mode, "Ma'am, I suggest you put down your wea-!"

"Move!" Makoto exclaimed as she pushed him out of the way of a laser blast.

"You ain't gonna be bumping off anyone while I'm around!" Jenny declared, retracting her wings as she charged at them.

"Ahh! Wait, don't...!" Mai began before Makoto quickly grabbed the charging robot girl.

"Listen. I don't know what's going on, but we're not invaders or anything! We're Pl-WOAH!" Makoto yelped when she was suddenly tossed over Jenny's shoulder and crashed into a table.

"I should warn you, but I've got the strength of a million and seventy men," Jenny warned, "But considering there's a crisis above you're taking advantage of? That's all you're getting." her right fist expanded and became armored with spikes on the knuckles before she swung it at Makoto, "HI-YAH!"

"Woah nelly!" Makoto yelped as she quickly rolled out of the way, "...Okay first off; that's cool. Second; What crisis?!"

"We do not know of this crisis you are talking about," Rook added before frowning a bit, "Also we are Plumbers. If there was a crisis, we…"

"Plumbers...really?" Jenny deadpanned as she retracted her fist, "Pull the other leg, aliens. Now you've got five seconds to scram or this won't be the cat's pajamas for either of you!"

"...P...pull the other...cat's paja…" Rook blinked before groaning, "Why must Earth's slang be so difficult, no matter the time period?!"

"_Time travelling_ aliens? Aw geez. Now ain't this just swanky?" Jenny muttered, "Alright, five seconds gone, now…" her left foot expanded to several times its original size and swung it at the two, "SCRAM!"

"Is she literally giving us the boot?!" Makoto gawked as they barely avoided the foot.

"That is not a boot! ...More slang?!" Rook exclaimed in exasperation, "I need to invest in books on this!"

"Yeesh. What's got Rook so angry?" Ben's voice spoke from above.

"Past slang he…" Makoto began before ducking under a stretching punch, "Okay...while that's cool, please stop!"

"Yes please stop this. This is all a big misu-" Tsubaki began before a green flash went off, _'...No no no...please don't come down here, Ben…'_

Jenny swung another punch at Makoto only for a wall of diamonds to block her blow, "What the…?"

"I leave them alone for barely two hours and it ends up with killer robots," Diamondhead noted, his hands on the wall before he looked over his shoulder at Makoto and Rook, "We're all in agreement that Kajun is to blame?"

"Why go straight to h-okay, I see your point," Makoto admitted, "Yeesh, barely two weeks and you've got a good grasp on how she works."

"Considering I woke up one night to her sleep-drawing on my body and actually taking notes on spots that made me react? Yeah."

"...She did that to you too, huh…?" Mai asked with a sigh, "I...can kinda relate."

"...I have a curious mind. You c-" Kajun began.

"Now there are ones made of diamonds? What is wrong with outer space?" Jenny growled before her pigtails combined into a drill and dug underneath the ground, _'Sorry, mom. I'll fix this after I deal with these guys!'_

"And she can change her pigtails into a drill? What is this? Tengen Toppa?" Diamondhead pondered.

"Oh my god! Someone finally s-" Makoto began before Jenny burst from the ground and tackled into Diamondhead, the two going right through the hole in the ceiling, "..."

"Oh dear…" Noel whispered.

"Okay, what happened down here and who are we to be annoyed with?" Rook asked, walking around the wall of diamond.

"Kajun," Tsubaki, Mai, and even Noel pointed at Kajun.

"...Really Noel?" Kajun sighed.

"S-sorry, Kajun. You...really should've controlled yourself," Noel stated.

"..."

"As for what happened…" Tsubaki began as she pointed at the pod Jenny was in, "We found the pod Jenny-the robot girl currently fighting with Ben-was in, and debated whether we should've released her or not...the latter mostly due to how she could react to the current year."

"Well considering how she reacted to Rook and me, apparently the 20s were pretty anti-alien," Makoto noted.

"...I think I might know why…" Kajun spoke, earning their attention, "Tsubaki, recall what you had Rook look into?"

"The Cluster and their leader Vexus? I do yes...why?"

"Given how Jenny asked if we had worked for the latter...I am to assume she is partially responsible for Earth being anti-alien in the 1920s," Kajun noted as she picked up one of the blueprints, "Her creator as well. The description in the note on here mentioned them."

"I see…" Tsubaki noted, "...Rook, what else did you find on them?"

"Nothing. The files describing both the Cluster and Vexus were damaged."

"...Why not ask Magister Tennyson?" Noel asked before a faint explosion went off upstairs.

"...After we help Ben and try and reason with Jenny, good idea," Tsubaki nodded.

* * *

"GH?!" Diamondhead grunted as he was sent skidding back form a punch from Jenny, nearly crashing into some old furniture upstairs, "...Okay I have to admit, you're good…"

"I would thank you...but I am annoyed at that 'killer robot' comment you made towards me," Jenny frowned, "I am not a killer robot!"

"Call 'em as I see 'em, toots," Diamondhead replied.

"I am not a toot! I don't even consume alcohol!" Jenny snapped before swinging another punch before kicking Diamondhead with a foot, managing to crack his blocking arm a little.

"Yeesh, that's a strong kick," Diamondhead noted, looking at the crack before tapping his emblem and replaced himself with FourArms, "So let's see how good you can take it!"

"Huh?!" Jenny gawked before FourArms slammed her in the face with an uppercut, sending her crashing through the ceiling before she came back down and making another hole, "...You..you can transform?!"

"Yup! And I…"

"You work for Vexus, don't you?!"

"Who now?" FourArms blinked before a missile crashed into him, exploding on impact, "Gah!"

"Don't try and pull the wool over my eyes…" Jenny frowned as she lowered her arm, "A transforming invader sounds like something Vexus would do."

"I don't even know who that is!" FourArms snapped from the smoke before a green flash went off and Jenny was knocked off her legs and then slammed through a wall by XLR8, "Seriously, this is getting whack."

"I'd rather not deal with alien lingo," Jenny growled, poking her head out of the hole before deploying skates from her feet as rockets appeared on the backs of her pigtails, "Hope you're ready because I'm gonna take you for a ride!"

"Oh now you're starting to copy m-" XLR8 began before he was tackled by Jenny, the robot girl grabbing onto his tail as she dragged him along, "Gah! Watch the tail!"

"Not unless you tell me what Vexus is planning!"

"Again, I don't know who that is!"

"Stop trying to pull my leg! Vexus is the galaxy's most dangerous alien and she's been trying to take over Earth for years!"

"So? I've fought Vilgax, and he's way more dangerous than this Vexus chick!" XLR8 replied before Jenny slammed him into the ground, "Gah! Okay...enough with the tail!" he tapped his Omnitrix and Big Chill took his place, "Why don't you calm down and _chill_?" he demanded while phasing through her, encasing the robot in a block of ice, "Heh-heh. See what I did there?"

"Yeah...not funny…" Jenny deadpanned from within the ice, "And I've met bad guys who had more wordplay than that."

"Oh now that's just cold."

"Then why don't I heat things up?" Jenny asked as the tips of her pigtails began to glow before firing lasers, shattering the ice containing her and hitting Big Chill, knocking him into another wall.

"...Oh...you can do that, too…" Big Chill groaned as he climbed up, "...Not bad for a killer robot…"

"Again, I am not a killer robot! My name is Jenny, or as your leader Vexus likes to call me, XJ9!" Jenny argued.

"I keep telling you I don't even know who she is, and I don't serve her!" Big Chill argued before Jenny motioned to him, "...Why are you...wait. Was…was she bug-themed in some sense?" he gave her a deadpan look, "Don't just lump aliens together like that."

"You're the one who's lumping robots with being killers!"

"Not all robots; just you," Big Chill replied before turning transparent barely in time to avoid a buzzsaw that had once been her hand, leaving her blade frozen over with ice, "How many gadgets are inside of you, anyway?"

"Enough to handle evil invaders like you, especially i-"

"Don't say it!" Big Chill snapped, making her jump ,"I think we got off on the wrong foot. I am not an invader or work for this Vexus lady you keep mentioning. In fact...why would I work with a bad guy?! I've saved the universe! Multiple times!"

"Then how come I've never heard of you, hmm?" Jenny retorted.

"...Aw great. Another time traveller," Big Chill sighed before shouting, "Makoto! I am blaming you!"

"Why me?!" Makoto's voice exclaimed.

"Opening!" Jenny roared, now sporting six arms all holding a large sword that she used to slash at Big Chill, who turned intangible once more and let them slice through a post behind him into six pieces...causing the building to start shaking.

"...That was the support beam, wasn't it?" Big Chill asked.

"...Oops…" Jenny whispered, paling a bit, _'Oh I am in deep trouble now!'_

Big Chill tapped the Omnitrix once more, becoming Diamondhead again, "I got it!" he slammed his hands on the ground, quickly forming two crystal pillars from the floor to the ceiling and caused the shaking to stop, "Whew. Was worried for a…" the Omnitrix timed out, leaving Ben in his place, "...second. ...I hate the time limit. Really, I do."

"..." Jenny just stood there, blinking a bit as she stared at him.

"...Look...I…" Ben began.

"Y...you're...human?"

"Of course I'm human," Ben replied.

"You dress weird, too," Jenny admitted.

"Hey! This is the latest style, thank you," Ben snorted.

"Since when?"

"Uh...since ever! ...Oh wait, you're most likely from the future s-"

"Wait…" Jenny held her hands up, "I'm not from the future. Aren't you the one from the future with those two aliens in the l-oh shoot! They're still down there!"

"If you're worried about Tsubaki, Mai, Noel, and Kajun then don't. All of them are my teammates," Ben noted, "Well...only Rook is my partner. The rest are my apprentices that Grandpa pulled some strings with."

"...Huh?"

"Yeah...we're the good guys."

"...Huh?!" Jenny gawked before shaking her head, "Wait. Since when did the Skyway Patrol recruit aliens?!"

"The who now?" Ben raised a brow.

"The Skyway Patrol! They…well...they really aren't keen on me…" Jenny admitted, "Then again...they mostly focused on filing paperwork than actual patrolling."

"They sounded boring…" Ben bluntly admitted.

"Most of the time, yeah," Jenny replied before blinking a few times as she looked at the undamaged areas of the room they were in, "Cobwebs? Is...is that _mold_ and _wood rot_?"

"...uh...yeah…" Ben replied, "I mean...it is a haunted house...right?"

"...Haunted?" Jenny repeated before turning to frown at Ben, "This is my _home_."

=Oh! Found a master blueprint!= Kajun chirped from the communicator in the Omnitrix =XJ Series Model Number 9. Hm. Seems the name 'Jenny' was scribbled under it in a corner=

=Kajun, seriously, stop messing with things in here!= Makoto barked.

"Must have turned on the communicator in one of their badges," Ben noted, about to turn it off.

=Ah, it seems she was built in 1915 after eight other attempts. Amazing! Over a hundred years old yet she seems more like she was recently taken off the proverbial production line= Kajun noted.

"A hu...a what?!" Jenny gawked before her pigtails turned into satellite dishes that spun around, "What? There...There's no explosions...no heavy metal stomps...no ripping metal apart and minor explosions inside of furnaces designed to melt weaponry…Did…did we win?"

=Um...i-is this wire supposed to be exposed?= Noel asked.

=Hm? Ah, that explains some things= Kajun noted =When we fell through the ceiling, the debris landed on this, completing the circuit this wire was supposed to make=

=What was it supposed to do?= Rook questioned.

=I believe it was in charge of her pod's timer= Kajun guessed =Since it was damaged, the timer must have just been put on pause and with it being out of normal sight, no one would have noticed it. She must have meant to spend only a few days in here, not several decades like she has=

"Decades?" Jenny asked, getting a bad feeling in her systems as she slowly turned towards Ben, "...Hey. What…year is it?"

=...Please tell me someone didn't leave their badge on…= Tsubaki sighed.

=What?= the others asked.

=Oh shoot! Mine's on! Dang it! Kajun bumping me outta the wa-CLICK!= the communicator shut off in the middle of Makoto's panic.

"...Hoo b-" Ben began before Jenny grabbed him.

"Please tell me! What year is this?!"

"Hey whoa...whoa...calm just calm down for a second…" Ben began as he held his hands up, "From what I understand, you woke up expecting it to be the 1920's...I'm sorry to say it's been awhile since you...went to sleep. You've been asleep for about 90 plus years. We are closing in on the 2020's soon...in about 8 years or so, but still..."

"...What…?" Jenny whispered, her eyes wide as she let him go, "...But...but that's…I've been asleep..for over 90 years?!"

"It would seem so."

"Then...Mom, Brad, Tuck, Sheldon...everyone I know…" Jenny whispered before she rushed for the front door and ran outside. As she did, she noticed how the houses around the block look more..styled and modern, the cars more sleek, and some people passing by while looking at some black tablets. She then turned around and noticed the condition of her house, "...Oh...it's true..."

"Look I'm sorry." Ben spoke up walking out, "I blame certain people for causing all this!" he hissed at the house as his team sheepishly hid inside, "Oh no...this time I get to be upset! Tsubaki, this is all your fault for even dragging us here!"

"HAHAHA! You...you're the one getting yelled at for once!" Makoto laughed, rocking on her tail as she pointed at Tsubaki.

"...Yes...I will admit..this is my fault…" Tsubaki sighed, taking a deep breath, "And I was hoping to avoid this scenario, but Kajun had to be curious…"

"Yeah well you're supposed to stop her!" Ben threw his hands into the air, "Now look what you did! Both of you! Oh I know Mai and Noel are innocent. They always are!"

"It's true." Makoto chuckled.

"Call Grandpa Max and see if he can help fill in the blanks here." he ordered.

"We were already planning on calling him after we helped you," Tsubaki admitted.

"Regardless! Call him! _NOW_!"

"Ahh! Y-yes sir!" Tsubaki yelped in surprise as she saluted.

"So...you can be a leader." Rook noted.

"Not now partner…" Ben sighed.

"Still it is amazing such high level technology could be made so far in Earth's past. XJ-9 is clearly Level 10 or above technology. Possibly even Level 15."

"Rook not now…" Mai whispered to him.

"Why? I…" Rook began before Mai motioned to a shaking Jenny as she fell to her knees, "..Oh…"

"Mom...everyone I knew...they…" Jenny whispered, tears starting to well in her eyes as her hands shook, "They're all gone…"

"...Oh dear," Noel whispered as she rushed over to help comfort the robotic girl.

"...Way to go, Tsubaki…" Makoto frowned at her friend.

"I…"

"Oh no. You don't get to scold me or try and argue. This time it's _your _fault," Makoto stated before whispering to her, "Also yeah..._real _good way to start your little project."

"?!...How…"

"Rook spilled the beans, but not important right now."

"Rook…" she complained.

"They coerced me...I am but a weak man…" he sighed.

"One fruit from home and he spilled like a punctured swimming pool." Makoto smirked.

"...Ugh. I would argue and scold you both, but..again, this is my fault…" Tsubaki admitted, "For now...let's contact Magister Tennyson."

"Good...oh and you better hope Ben doesn't have a punishment in mind~"

"You're enjoying this, aren't you?" Tsubaki deadpanned.

"I've never won against you in this stuff...let me have it, 'cause your rarely goof up this badly." Makoto smirked putting her hands on her hips, "Focus on fixing your mess, young lady." she taunted tilting her head up as her tail swished around slightly.

"...Fine…"

* * *

Elsewhere, deep in the middle of a large field, a figure could be seen as they were working on something...something...large.

"Yes...soon you will be finished," the figure whispered, "For too long have I suffered at dealing with the weak technology of today...soon the people will realize their mistake as I remind them the strength of the past! And you, my rare find…" they tapped the object they were working on, "Oh you will make it so things like 'wifi' and 'computer laptops' are obsolete...so that the past may flourish again!"

* * *

_=I see…=_ Max noted on Tsubaki's communicator, the group back at the ProtoTRUK with Noel and Mai currently comforting the still sullen Jenny.

"It's entirely my fault…" Tsubaki admitted, "I...I really should've had a better eye on Kajun…"

=_Ah it's alright Tsubaki. I can't tell you how many times Ben and Gwen did the same kind of shenanigans as kids. I myself am even guilty of losing track of myself, but moving on. We indeed did find files on this Nora Wakeman. Not long after those events of the 20s-30s, she was recruited to the earliest Plumber Earth division, she personally designed the base system up at Mt. Rushmore= _

"Mom did?" Jenny asked, hearing her mother's name.

=_You must be Jenny. Well I'm happy to say your mother lived a good life. Why your friend Bradley was even one of the top agents among us when he got recruited, still was for a good while when I was getting my start as a rookie! See the Plumbers absorbed many of the assets left behind by the Skyway Patrol when they went under. We just never followed their paperwork system. Good thing too...oof. From what I hear, it was like torture from the worst pits of hell_=

"Yeah that sounds like them," Jenny noted.

"Wait...if they went on to become the foundation for the Earth Plumbers, why didn't we have...you know, files on Jenny?" Ben asked.

=_I'd assume Ms. Wakeman wanted to keep her secret, not wanting to let the world know her daughter is probably one of the world's most advanced pieces of technology a couple dozen decades ahead of anything in the world. Also I'd assume she for the longest time figured Jenny never waking up was a mistake on her part, and as such tried not to make noticeable deal of it=_

"That would most likely explain why there was barely any files on the Cluster and Vexus," Rook noted.

"And this was so long ago. I'd wager most folks who find any news papers or files assume it was fictional." Ben added, "The old Earth Plumbers focused on containing the alien existence from normal folks after all."

"...Vexus was different," Jenny spoke with a frown, "No matter how many times she lost...even after losing her throne on Cluster Prime, she wouldn't go down or be contained."

"Yeesh. Vexus was that bad huh?" Makoto asked.

"Sounds like Vilgax before we finally locked him up in the Megamax cell." Ben sighed.

"...Another invader?" Jenny guessed before shaking her head, "Sorry...just...I can't get over the fact there's aliens living here on Earth, and help defend it."

"Big galaxy...big universe...not every alien's bad, just like not every human or robot is good or bad." Ben argued, "You are legitimately the first robot that hasn't tried to kill me or cut off my Omnitrix." he motioned to the watch, "Wait. Does Robucket count as an alien or robot?" Ben asked Rook who shrugged.

"...Yeah...you have a lot to catch up on," Makoto deadpanned as she looked at Jenny.

"I know. I mean...jumpin' jiminies, so much has changed…" Jenny admitted before noticing a person walking by looking at their phone, "...Though I don't get why people are looking at those weird small tablet things."

"Those are phones," Mai explained.

"Really?" Jenny blinked, "But...where are the cords? How do people dial in someone's number if there's nothing to press and turn?"

"You know how your hair turns into a satellite dish?" Ben asked, earning a slight nod from her, "It's like a super scaled down version of that. Plus connection to the internet, a world wide electronic information storage and communication system."

"Surprise...the entire Universe has a GIANT scaled version of it!" Makoto added.

"It's a little overwhelming we know." Noel added, "And...we are from the future, it's a long story...very long."

"Also surprise...world is no better another 100 plus years from now." Makoto sighed.

"...Why…?" Jenny began.

"It's...best you don't ask…" Mai sighed.

"A problem we hope doesn't happen this time around." Ben smiled, "Look I get this is a lot, I mean imagine how it feels to learn your grandfather is the world's greatest intergalactic police officer and your grandma was an alien!" he laughed, "Ah having your world turned upside down is something I'm totally use to."

"Some of us are still technically getting used to it," Makoto admitted.

"Though one of us…" Mai began as she looked over at Kajun, who was busy looking through multiple notes and blueprints, "Adapted rather quickly."

"Hmm?" she blinked, looking up from them.

"Fair warning, if you see a gleam in her eye..._run_," Makoto warned.

"Why? She seems like a normal girl to me. Honestly reminds me of mom when she had a big research project going..."

"She's got a crazy mad scientist hidden under that normal facade," Makoto whispered.

"She's not entirely wrong…" Mai added, "Once she has her eyes set on something, she won't stop until she learns every aspect of it."

"Stop it," Tsubaki said, slapping Kajun's hand away from the Omnitrix, "One marvel of science at a time!"

"Fine…" Kajun muttered as she went back to the blueprints.

"See?" Makoto deadpanned.

"Eh heh...noted," Jenny noted as she scooted a bit further away from Kajun.

"What are you gonna do now, Jenny?" Noel asked.

"I'm not sure. This is a lot to take in…" she sighed, "What can I do? Go back to my original daily routine? I mean...what use am I in this day and age?"

"I don't know; you gave me a run for my money," Ben smiled, "Still plenty of weirdos and wackos trying to cause trouble from what I've seen."

"Wait, really?" Jenny blinked, "There's...still bad guys in this time?"

"Yup. Just a few days ago we dealt with a bunch of weather controlling robots that feed on negative emotions," Makoto answered.

"And Fistrick, a human alien weapon smuggler who steals from aliens and repurposes their technology into weapons for profit." Ben added, "Oh and then Animo, my second mortal nemesis who has control over animals...and mutates them into horrific monsters to try and kill me with wacky gimmicked schemes."

"What was that last bit?" Jenny asked in surprise.

"According to the Plumber database, Ben has faced easily over a hundred characters that can be categorized as these so called 'Super Villains', many still in prison now. Others however escape regularly." Rook spoke looking at his scanner gadget as it displayed a list of villains Ben has put away over the years, "Others are...immortal?"

"The Vreedles…" Ben explained, "They get blown up...A lot!"

"I...I thought..wow. And I thought most of the villains in my time were weird…" Jenny admitted.

"Eh...only a rare few are really bad news, most of which are more typical work," Ben shrugged, "But hey...that's how it goes in my life."

"Just watch what you say. It might feed into his ego," Makoto whispered to Jenny.

"Hey…" Ben crossed his arms.

"What? I'm just teasing."

"Look out! A ghost!"

"EEK!" Makoto screamed as she jumped on top of the ProtoTRUK, "WHERE?!"

"Uh-huh…" Ben smirked.

"...Not funny…" Makoto frowned as she hopped back down.

"It was kinda funny." Ben smiled.

"Look out! A peacock!"

"Yeah...like I'm falling for that," Ben smirked.

"D'oh...you…!" Makoto seethed.

"...Should...should I be concerned?" Jenny whispered to Mai and Noel, "I've seen weirder couples before in my time, b-"

"We're not a couple!" Ben and Makoto exclaimed.

"Are you sure?"

"Yes!"

"We just let them live in denial," Noel sighed.

"_Noellie_!?" Makoto gasped in fake insult.

"She does make a point," Rook added.

"Dude!" Ben exclaimed.

"I get the feeling I should stop talking," Rook chuckled.

"Please...and for the record, we are not a couple! Why would I wanna be with Ms. Anti-Fun?!"

"A-wait...I'M_ ANTI-FUN_?!" Makoto exclaimed.

"Well someone has to be out of the two of you…" Kajun muttered, taken away from her research by Makoto's outburst.

"I am _so_ _not_ anti-fun!" Makoto argued, "I only tease him and make sure his head doesn't get big from his ego!"

"I don't have an e-"

"Oh ho yes you do! Every chance you get, you have to remind everyone you saved the universe multiple times!"

"Because I have!" he argued.

"Oh...I get it now," Jenny realized as she backed away with the others.

"Yeah…." Mai slowly nodded.

"This is normal…" Noel added, "We just let them yell themselves out 'till they get sleepy."

"Wait. That actually happened?" Jenny blinked.

"We once caught them arguing after playing a video game se…" Mai began before noticing the confused look on the robot girl's face, "...Right...robot from the 1920s…We may need to get you a guide for 2012..."

"We got lots of stuff to help," Noel smiled.

"...I suppose it wouldn't hurt," Jenny noted before smiling a bit, "Besides, I want to see how much Tremorton has changed. I bet everything must be really the bee's knees now."

"But...bees do not...UGH!" Rook groaned as he threw his hands up into the air, "Yet another confusing Earth slang from the past!"

"Rook...go take a seat…" Noel patted his shoulder, "It might be better for you that way."

"...Good idea…" Rook sighed.

* * *

"And we start with the library...because of course," Ben deadpanned.

"There was a second great war?!" Jenny gawked, looking up from a history book, "I was barely three when the first one ended!"

"Shh!" multiple people nearby sushed before resuming their own readings.

"Oops...sorry," Jenny whispered, her cheeks glowing blue.

"Ooh, these are interesting recipes," Noel noted, looking in a cookbook, "Though I don't think we have marinated mealworms back home."

"We don't," Makoto immediately replied.

"Mmm...Oh. Maybe Mr. Baumann might know where to pick some up."

"Ah nuts…" Makoto muttered.

"I'm in California...and someone's talking about marinated mealworms…" Ben noted before sighing, "If we were in a campground, it'd be my first day of summer vacation when I was ten."

"So 'bee's knees' means something is very interesting," Rook muttered, looking at a book of slang from the 1920s.

"We're trying to get him to understand Earth slang," Makoto whispered to Jenny.

"We found some reels of old papers from the twenties," Mai noted as she and Tsubaki walked over.

"Though the majority of the ones Jenny was in were under 'J' for 'Joke articles,'" Tsubaki admitted, "You really caused a robot riot involving amusement park automatons?"

"I...didn't really know all the facts," Jenny admitted, rubbing the back of her head sheepishly, "Huh...I wonder how Wizzly World is like today."

"It closed around the late forties and the land was bought by Walt Disney," Kajun replied, still looking at blueprints, "In its place is Disney World."

"Really?" Jenny asked, "...Oh! Wasn't he behind Oswald the Lucky Rabbit? Boy, that must be the bee's knees, having a rabbit for a theme park mascot."

"Os-who-now?" Ben asked.

"You know, Oswald the Lucky Rabbit. The…wait. He's not the mascot? ...Nobody has ever heard of him? He was a big thing back in 1927," Jenny explained, "I just loved going to petting pantry to see his little cartoons."

"More than likely, the company Mr. Disney worked under to produced them own the rights to Oswald," Tsubaki noted, "The one cartoon character everyone thinks of now a days whenever you say 'Walt Disney' is Mickey Mouse."

Kajun typed on her tablet before raising a brow, "Ah. Well, I think we have a way to introduce Jenny to video games. Apparently, two years ago, Disney made a game involving a certain mouse...and a certain rabbit."

"Really?!" Jenny gasped before she was shushed once more, "...sorry." Kajun handed the tablet over to Jenny, "Epic Mickey. Well that's just jake."

"How did you not know that, Ben?" Makoto asked, "Us girls and Rook have valid excuses. What's yours?"

"I was dealing with investigating DNAliens and the Highbreed in 2010," Ben argued, "And if it came out during the time I was grounded, I didn't have access to the internet due to the grounding."

"What did you do?" Jenny asked.

"Eh, got into a fight with a Highbreed and ended up with a black eye. Scared mom and dad since they had actually been in the area and saw me transform and fighting the Highbreed," Ben explained, "I had to repair a wall in my room when I left to do it again because if I didn't then I'd be going against everything they taught me." he chuckled, "Dad's still got that blaster he used on the Highbreed on the mantle."

"Wait that was real!?" Makoto gawked, "I thought it was art!"

"Nope. Real as your tail," Ben smirked.

"I wanted to shoot it!" she cried out loudly, "It looked really cool! No fair~!"

"SHH!"

"...Sorry…" Makoto whispered, her ears drooping a bit.

"Wow the world is really different." Jenny went on, flipping through using her computer mind to process the information faster, "Huh 50's seems to be when things stopped looking familiar."

"I have always wondered why human culture changes so much every decade." Rook pondered.

"Things change as time goes by, including people," Ben shrugged.

"Not on my home planet." Rook argued, "It never does…" he sighed.

"Who wants to go to Rook's home planet one day?" Ben asked.

"I want to see the little Revonnan kids with tails!" Makoto happily declared.

"Hm?" Noel blinked in interest at that.

"Oh yeah. Turns out Rook's species, Revonnahganders, have tails when they're kids." Makoto explained.

"..." Noel took a moment to imagine that, "We must go…"

"Hai!" Makoto beamed before she was hushed again, "...sorry."

"You both just want to cuddle little Revonnahgangers don't you?" Tsubaki asked.

"...we do~" the two whined a bit.

"...are they really that cute?" Jenny asked out of curiosity."

"Rook has a picture of his family!" Makoto smiled.

"When did…" Rook blinked looking at the pouch on his armor where he held his wallet and noticed it opened, "I do not even want to know…"

"See he has two little siblings, both with tails!" Makoto cheered holding up a picture of a family with Rook in a cadet uniform in the center, "Try to ignore his cranky dad…" she chuckled.

"That...is for the best," Rook agreed.

"...They're adorable…" Jenny whispered in glee as she looked at the two kids in the picture.

"Sadly this is not up to date, my youngest sister has already had her naming ceremony, and lost her bi'nthak." Rook explained.

"Naming ceremony?" Noel blinked.

"When a Revonnahgander comes of age, and their bi'nthak falls off, they are allowed to pick their name." Rook explained.

"Wait...you don't have a name till puberty?" Makoto blinked.

"We do not, no."

"So...what do you call each other when your little kids?" Makoto asked.

"Typically young one, grey tail, little sister or brother, or if you are my sister Shar, you call the young ones brats…" he muttered.

"Sounds like normal things to call a younger sibling…" Makoto muttered, "...Typically out of anger, but still."

"I mean at least you get to pick your own name...what kid wouldn't love that!" Ben laughed.

"I named myself...granted it took some time convincing mom to let me call myself Jenny." Jenny admitted.

"I imagine any kid wants a normal name rather than what their weird name their parents originally gave them." Makoto muttered, "Some people don't get lucky and get good names from their folks."

"She gets it." Jenny smiled.

"I mean if you ever tried for a secret Identity stick, you could just use XJ-9 as your superhero name." Ben joked.

"This from the boy who named an alien X, L, R, 8." Makoto sighed.

"Why you gotta take cheap shots…?" he asked.

"Why? I'm not allowed to tease?" Makoto smirked.

"Well you could stand to be more clever," he countered, making her gasp in fake insult.

"How...dare you sir!" Makoto 'exclaimed' as she playfully slapped him with her tail.

"Why is this so enticing…?" Jenny asked as she and Noel watched them intently.

"Oh, we have much to show you." Noel smiled.

"Well seems Noel has bonded with Jenny." Mai noted.

"Seems so," Tsubaki noted, "And to be honest...I'm relieved."

"Hmm?" Mai blinked a that.

"I was afraid she wouldn't adapt well in our current time, but…" Tsubaki paused as she smiled a bit, looking at Jenny and noel talking with each other while giving a light giggle now and again, "I'm glad she's able to make friends here."

"And so Tsubaki's big goof up doesn't lead to more intense ramifications." Makoto gloated, earning a stink eye, "I'm doing this till me or Ben goof up and status quo is restored."

"Give it till the end of the day." Ben chuckled.

"Oh please. What's the worst that could happen?"

"..."

"...AHH! I JINXED IT!" Makoto freaked.

"I thought you knew of this!?" Ben panicked.

"You made me jinx it!"

"How's it my fault?!"

"You had to say 'give it until the end of the day!'"

"Honestly you two, you're in a…" Kajun began before the ground shook for a moment, "..."

"And Tsubaki is back to having the moral high ground." Mai muttered, having fallen over from the tremor.

"Not now, Mai," Tsubaki sighed as she stood up, "You, Noel, and Kajun head back to the ProtoTRUK. We'll handle whatever's approaching the town."

"Understood."

"Anything I can do to help?" Jenny asked.

"Wanna save people and potentially kick bad guy butt into a jail cell?" Ben smirked.

"If my home town is in danger, you better believe I do," Jenny smirked back.

"Cool. Then you're with team Kick butt!" Makoto smirked.

"Just be careful, Jenny," Noel advised as Mai helped Kajun out of her seat.

"Oh relax. How bad could they be?"

* * *

"Steampunk robots…" Ben spoke as they walked out to see what was happening, "Retro…" as sure enough large humanoid robots of bronze metal with steam popping out of pipes on their backs were walking around and attacking anything technologically advanced.

"So...new bad guy then?" Makoto guessed.

"I guess so." Ben shrugged.

"I feel this is irony…" Jenny muttered, "I wake up and a bad guy who uses robots shows up...come on."

"Oh how I hate ironic timing…" Tsubaki sighed, "But...what caused the…" she paused as the ground shook again, "tremor!?"

"Subterranean drilling machine?" Ben asked as he cycled through his aliens, "But we'll get to that first things first! It's hero time!" he smirked slapping the Omnitrix. The green wave washed over him as he changed into Swampfire, "Alright!" he smirked igniting his hands as he rushed and began punching the robots, "Finally the one I picked!"

"Why…" Makoto complained, pinching her nose, "So smelly…" she gagged.

"I've...had a lot of practice with this one!" he grunted, tearing through a robot with his punch. He then tossed some seed pods, making vines spring up and capture several of them, "Practice like you wouldn't believe…" he smirked blasting a stream of fire that melted some of the robots.

"I can see that," Jenny noted as she fired a few laser shots from her hands, hitting some of the steam-powered robots as they fell over, "Still...why steam-powered? I mean..it's impressive, but...doesn't that…"

"That does not concern you, ya weak modern piece of scrap!" a new voice spoke.

"Sc...scrap?!" Jenny exclaimed as she and the others turned to who said that, seeing a man in some sort of steam-punk attire blended with a gentleman's outfit complete with large top hat, cuffs on his sleeves, and tie; he also sported orange hair with mutton chops and a very bushy mustache.

"Yes. I call you that because you are not powered by the fuel of the past!" the man declared as he gripped his cane, "I will show this modern world the true power of my steam powered machines, so says I...Steam Smythe!"

"...uh...don't you mean Smith?" Swampfire asked.

"No Smythe! With a 'Y'!

"Alright chill dude…" Swampfire complained as he punched a robot tearing it in half with his super strength, "You and your steam punks don't stand a chance here anyway!" he smirked charging up another fireball in his hand.

"You would think so, but I have yet to show you my trump card!" Steam Smyth laughed, "You see, a couple of weeks ago, I found something rather interesting while looking through my mail."

"An e-mail?" Makoto guessed.

"No. _Snail _mail."

"...Snails can deliver mail?" Rook blinked.

"No Rook. It's what people refer to mail delivered by the postman."

"I do not understand why they are called snails…" Rook muttered.

"Its...just...an expression for how slow it takes to send things that way!" Swampfire grunted blasting several robots.

"Oh…"

"It's fine. I...really don't get it myself…" Jenny muttered, "I mean, do people still g-"

"Will you let me finish?!" Steam Smyth snapped, "Hmph...honestly the youth of today, absorbed into ignoring their elders and focusing on their 'IPads', their 'video games', and their 'Facebook'."

"...so that's what you're up to," Tsubaki frowned a bit, "You're trying to rid the world of modern technology."

"Well of course!" Steam Smyth declared, "Which is why I state this! During the coming weeks, I have been busy preparing this relic of the past, one that will not only remind people how strong steam truly is, but how devastating this nightmare once was!"

"Oh really? And what is this 'nightmare' called anyway?" Swampfire asked as he crossed his arms.

"It goes by one simple name...one that once struck fear into the hearts of men...the Armagedroid!"

"?!" Jenny's eyes widened in horror at that, "No..y...you didn't…"

"Oh crud…" Swampfire sighed, grabbing a robot by its head and melting it with his flames.

"Yes. You are right to be afraid…"

"That's…bad right?" Makoto asked.

"The Armagedroid was easily the most dangerous machine in the 1920s, a level 20 tech...if not higher," Rook frowned as he aimed his ProtoTool at Steam Smyth, "And you said you recreated it?"

"So...you remade a robot...with Armagedon in its name...wow you are one dumb genius." Swampfire spoke, forming another fireball.

"You will not say that once I have it unleash a magnetic blast so strong, it'll wipe out all technology on the planet," Steam Smyth smirked, "That way...people will have to rely on steam-powered technology once more."

"You...you're all kinds of loopy!" Jenny snapped, "The world was nearly destroyed by that thing! It...It nearly put me into the deep sleep had my mom not saved me!"

"And that's where the red flags become crimson," Makoto whispered as she pulled her tonfa out.

"Yeah, we'll just dismantle your toy before you can do any damage!" Swampfire declared pointing at Steam Smythe.

"Heh...Well my dear boy…" Steam Smyth began as he flipped the top of his cane, revealing a button, "I'd like to see you try…"

With that he pressed it, causing the ground to rumble as the group nearly fell over. It was then they noticed a massive shadow covering the entire area...no. More like covering the entire town. Standing or rather floating above them was a huge silver humanoid giant of a robot. Its body was made of large segments of metal combined together into limbs and a torso. It's stomach opened to reveal a glowing furnace that heated up the air around it before closing. Its faintly human like face looked down as glowing red eyes shone.

"HOLY~!" Makoto began as the figure stood over them. Frighteningly so, as the giant looked down towards them.

"Oh man…" Swampfire sighed, flashing back to Ben, "Come on Omnitrix...help me out this once...Way big!" he pleaded selecting the image of the alien he wanted.

"Wait what...what was that?" Steam Smythe asked, seeing the flash, "What monstrosity is that watch?"

"The Omnitrix is the most powerful tool in the universe!" Ben declared not turning to him, "And it's meant to do one thing...kick bad guy tail!" he spoke, "Come on Way Big...ah...where are you!" he complained cycling through all his aliens quickly as he could, "This is what I get for having over 50 aliens by now!"

"Well hurry up! This..this is just overkill!" Makoto exclaimed as she shook him.

"Don't you think I'm trying!"

"Magister Tennyson, this is Tsubaki Yayoi!" Tsubaki spoke into her communicator, "We have a Code red! I repeat! A code Red! Someone has recreated the Armaged…!"

"Enough! No matter what you may bring, it will not stop me!" Steam Smyth declared before pointing hsi cane at the group, "Armagedroid, destroy them!"

"Gh?!" the group tensed as they braced themselves to dodge. However...nothing seemed to happen.

"...huh?" Makoto blinked.

"...I said...destroy them, Armagedroid!" Steam Smyth ordered once more, only for nothing to happen, "..."

"...He….he's just standing there…menacingly…doing nothing," Makoto noted, "Did...did it run out of steam?"

"No...the Armagedroid has a self running engine," Jenny explained, "...Something must be up."

"Come on, you blasted piece of machinery, work!" Steam Smyth snapped, rapidly pressing teh button, "I did not waste weeks rebuilding you and refitting you with a new core to not do anything!"

"What was he even meant to do?" Ben asked.

"Destroy all weapons…" Jenny explained.

"He hasn't registered anything we have as weapons…" Ben realized. Makoto quickly retracted her tonfa at that point.

"Yes...none of us have shown him weapons to destroy," Rook realized, "Meaning as long as none of us deploy anything he sees as a weapon...he will not attack!"

"..If...that's true, and he intended to use it to destroy modern technology…" Tsubaki began, "...Did..you take out the part that registers it to do that?"

"Well of course. How else was I supposed to integrate the steam powering it and the core that brings him life?" Steam Smyth huffed.

"You...you realize you just made it stupid and unable to do anything…" Ben pointed out.

"It's more or less just a giant intimidating robot that doesn't know what to do." Makoto added.

"Yes...while impressive that you reconstructed it...your short sight in that decision is quite...sad." Rook sighed.

"Same old dummy super villains…" Jenny sighed, "Can't even make a simple fix without messing up one important thing."

"I...you...I...but…" Steam Smyth muttered, "But...It...took me weeks to rebuild!"

"Yeah...and the last person who rebuilt it made it really menacing," Jenny deadpanned.

"Who rebuilt it last?"

"Vexus, but she…" Jenny paused before her eyes widened, "?!"

"...False alarm. Th-" Tsubaki began before Jenny took her badge, 'What the?!"

"Mr. Tennyson, can I ask you something real quick?" Jenny asked, worry heavy in her voice.

_=What's wrong?=_

"Before I was put into that pod, did...anyone ever find Vexus after the battle?"

=_Vexus...the Cluster's former Queen...no. She was labeled as MIA and hasn't appeared since=_

"...Jenny...why did you ask that?" Makoto cautiously asked.

"...Hey!" Jenny shouted at Steam Smyth, making him jump a bit, "This core you used to help reactivate the Armagedroid...what did it look like?!"

"...I...I am unsure. It...oddly looked like a cocoon mixed with a sarcophagus of sorts."

"...and...where did you find it exactly?"

"Amongst the parts I had found."

"...That's how she escaped…." Jenny whispered with wide eyes.

"Seriously, Jen-chan, you're freaking me o-" Makoto began before a feminine chuckle filled the air, "?!"

The Armagedroid seemed to sputter and twitch for a moment, its eyes going in and out as its chest began to glow ominously. Without a moment's notice, something burst from its chest before zipping down, the steam-powered engine powering the giant machine being sliced in two as it began to fall backwards, falling into pieces as it did. Before the others could react, the figure blurred past them and picked up Smyth by his shirt.

"Gh?! Wh...what is…?!"

"Hmmm hmm hmm...well well, so this is who I have to thank for reawakening me…" the figure noted in a female voice.

"...Vexus…" Jenny whispered, worry heavy in her voice as she looked at the figure.

The figure was tall and designed to resemble a feminine humanoid beetle of sorts. Her body was primarily dark green in color with pitch black stripes on her legs, her heeled feet, and covered the entirety of above her chest minus her head and five-clawed hands, exposing the yellow-green metal they were made of. Her optics were triangular in shape with black slits in them resembling feral eyes with black markings under them that became spirals at the bottoms at the far ends of the bottom half of her optics. Adorning her yellow-green head was a dark-green headdress resembling an Egyptian ruler's headdress mixed with long hair that ended just above her knees. A pale-yellow orb rested on her forehead with two long black antennae growing out at the sides of the orb.

"Oh man…." Ben spoke just as shocked.

"Ahh...it feels great to be out in the open once again…" Vexus sighed a bit, moving her neck around a bit before taking a look around, "And oh my...the Earth certainly has changed since my time...so full of...technology…"

"R...release me, you...you...who are you?!" Steam Smyth demanded.

"Hmm?" Vexus blinked as she turned to the group...and saw Jenny glaring at her, "...well now. It seems you're here as well, XJ9," she grinned as she dropped Smythe, "To be honest, I had hoped you became scrap after what happened all those years ago, but I'm rather glad you didn't, Jennifer."

"Vexus...why are you still active...why don't you just quit!?" Jenny snapped, flying up to be at eye level.

"Oh Jennifer dear, I thought you knew me better," Vexus chuckled as she placed a finger on Jenny's chin, "I..._never_ give up," she smirked before flicking her fingers on the robot girl's forehead, sending her crashing right into a car.

"Well...that's not good." Ben spoke.

"Hmm?" Vexus took a look at the group Jenny was with, "Oh? Humans and aliens...working together?" Well..this truly is an interesting year to be in. Let me guess, you're the next generation of the Skyway Patrol?"

"Please…" Ben smirked, slapping the Omnitrix as he changed into Chromastone, "They wish they were half as awesome as me!"

"What...was...that?" Vexus paused to realize what just happened.

"Look out! Laser to the face!" Chromastone shouted before blasting her, sending her flying into a building.

"...Well…" Vexus began as she floated out of the building, dusting herself off, "That just happened."

"I might have underestimated her toughness…" Chromastone muttered before tensing, Vexus now before him.

"Interesting...a flesh wearer that can transform into a Crystalsapien…" Vexus noted before looking at the Omnitrix symbol on his chest, Well...here's the how. Galvan technology...huh. Didn't think those little ego-filled frogs would share their technology with a human."

"I'm special. I'm the guy who stopped Vilgax, the High Breed, Aggregor, and Dagon the Destroyer," he spoke, jumping back as he charged up his fists with prismatic energy.

"Cute," Vexus smirked a bit, "But still, technology...is technology afterall."

"Huh? What's that supposed t-" Chromastone began before Vexus flew up to him and lightly tapped the Omnitrix, making him instantly revert back to Ben with the watch in recharge mode, "...did...did you just hack my Omnitrix?!"

"Oh no no. More like I...coerced it."

"...Technopathy," Tsubaki realized.

"Techno-what?" Makoto blinked at that.

"The ability to control technology," Rook answered before his eyes widened, "Oh dear…"

"Now you see...why she's so dangerous?" Jenny grunted as she climbed out of the car wreckage.

"Wait. If she can control tech, why isn't she trying to brainwash you?" Makoto asked in concern as she helped her up, "I figured that would be her first move."

"Liquids snap me out of her control kinda easily," Jenny replied, "That and short-circuiting."

"Good to know!" Makoto gave a simple thumbs up.

"This hasn't happened since Vilgax could hack the old prototype…" Ben muttered, messing with his Omnitrix.

"So that removes our tech from the equation," Tsubaki noted, looking at her sword and shield while Rook glanced at his ProtoTool.

"That is fine," Rook noted as he assumed a stance.

"Gr...you…" Smythe growled out, trying to get out of the net as he glared at Vexus, "Don't you just ignore me, especially after what you did to my Armagedroid!"

"Huh...Oh, that one's still moving...surprisingly resilient for an unsightly sack of flesh and bone," Vexus only gave a passing glance, "I'm afraid I have more pressing matters then repaying you for awakening me." she moved to the side, avoiding a punch from Rook before avoiding a hook from Makoto and delivered a kick to them both, sending them crashing into the car wreckage, "Neither of you are that matter."

"Yes!" Ben smirked, the Omnitrix turning back on as he slapped it and morphed into Big Chill, "Okay...let's try this again, lady!" he spoke before blasting an ice beam from his hand.

"A Necrofriggian form as well? Times indeed have changed," Vexus noted before firing green lasers from her eyes, colliding with Big Chill's ice beam.

"Yeah, but I know your trick now...you need to touch," Big Chill smirked, turning intangible just as she lunged to tap the Omnitrix again, "Too bad so sad." he mocked, breathing an ice breath that froze her feet to the ground, "Jenny!" he shouted, phasing into the ground just as a giant fist struck Vexus and sending her flying down the street, "And it's a home run!" Big Chill laughed, floating up out of the ground.

"...Hmm," Vexus gave a slight chuckle, readjusting her body midair as she skidded along the ground, "Clever. To think a flesh wearer would earn my slight interest...if not just a slight pinch."

"Ooh cocky...Like I haven't dealt with this schtick before," Big Chill spoke standing next to Jenny, "Let's just get to the part where we hit you until we feel like we've gotten all our issues out." he spoke, forming a spiked ball of ice over his hands like boxing gloves, "What do you say Jen...got some issues to work out by punching an old nemesis?"

"Considering all she's done? You bet," Jenny replied, panels sliding in her expanded fists to let drills emerge from them.

"You picked a bad day to suddenly revive...now you got two world saving heroes to humiliate ya," Big Chill smirked.

"Actually, I believe this is a perfect day to return," Vexus replied before snapping her claws as the orb floating above her head turned red, "Minions."

"Minions? Yeah, right. You got kicked off your own home planet," Jenny replied, "What minions do you ha…" the steam-powered robots turned their heads to her and Big Chill, "...Oh."

"Ah nerts…" Big Chill sighed, "She's learned about Wifi…"

"Less talky; more smashy!" Jenny replied as the two began punching out the Steam-bots, demolishing them.

"..." Vexus frowned slightly as she looked over at Smythe, "Your creations are poorly crafted...subpar at best."

"S...subpar?! They are powered by steam a-!" Smythe began.

"Ah...everyone's trying to be retro...freakin' hipsters…" Big Chill sighed, uppercutting a robot's head off.

"Just goes to show ya how..." Makoto began before one of t/he robots grabbed her tail, "?!" she gave it a look, "Did you just grab my tail?"

"Uh-oh. They grabbed the tail," Mai noted from the ProtoTRUK.

"Did you just grab my tail?"

"Shouldn't have done that," Mai continued.

"Did _you_ just grab _my tail_?!"

"Now they're in for it," Mai rolled her eyes before Makoto grabbed the robot, ripped off its grabbing arm, and threw it at several others before jumping on them and smashing them with a strong punch that dented the ground.

"Only my friends and family can grab my tail without being pummeled!" Makoto barked.

"Don't touch the tail," Big Chill spoke as he launched icicles like spears, skewering many robots at once.

"Noted," Jenny added as she punched a pair of robots from both sides.

"Ugh...Honestly, even now it's hard to get good help…" Vexus sighed before she noticed the ProtoTRUK, "...Well now…"

"?! ...She isn't…" Tsubaki whispered with wide eyes, "...Mai, Kajun, Noel! Get out of there now!"

"E-Eh?" Noel pondered.

"Ben...do what you do best!" Makoto panicked.

"NO! Do not do what you do best!" Rook panicked in realization.

"It's for the better good partner...it must be done." Big Chill spoke dramatically as he slapped the Omnitrix and turned into Jury Rigg, "Break! Break! Break!" he shouted, lunging ahead and jumping off several robots before landing and climbing inside the ProtoTRUK.

"What a-" Mai began before Vexus was instantly before the ProtoTRUK, "Ahh!"

"No you don't!" Jury Rigg shouted, popping out of the AC vent, "Ahahahaha!" he laughed, climbing back inside as the truck began shaking. After a few moments of shaking the truck...just fell apart piece by piece, leaving everyone sitting in seats with the cabin falling apart to pieces on the road, "Broken~" Jury Rigg sighed in content, sitting inside a tire.

"My Truck!" Rook panicked.

"It's better than the crazy technopath alien queen taking control of it!" Makoto argued.

"Rrrgh! You insufferable little Planchaküle!" Vexus snarled.

"Gesundheit!" he laughed as he started jumping away from her attempts to snatch him, "Nah-nah-nah!" he taunted, jumping around her, "Your mother was a rusty toaster!" he cheered, climbing up a street light, "And your dad was a rejected barcode scanner!"

"Wait...this is a perfect form for fighting her!" Makoto realized, "Jury Rigg can take apart any tech! Hey! Juryrigg, break her!"

"Break?" he blinked looking at Vexus as his eyes became stars, "BREAK! BREAK!" he cheered, pulling out tools from thin air as a mischievous look formed on his face.

"Oh scrap," Vexus realized, barely avoiding his lunge.

"BREAK! BREAK! BREAK! GAHAHAHAHAHA~!" Juryrigg cackled, chasing her around.

"Um...What did he turn into?" Jenny asked.

"A Planchaküle," Rook explained, "They are considered some of the greatest mechanics and builders in the galaxy."

"Come back here so I can break you!" Juryrigg cheered, chasing Vexus.

"YOU STAY AWAY FROM ME!"

"Hide Jenny!" Makoto hissed to the other girls, "We started him on this road. Can't be too careful."

"...Oh!" Noel realized before she and Mai quickly grabbed Jenny, making her yelp in surprise as they quickly hid her behind them.

"Seems her race fears them…" Mai noted.

"I'd imagine the ultimate technological dismantlers are scary to techno organisms," Tsubaki offered her theory.

"Very much so it seems," Kajun noted, noticing the light panicked look on Vexus' face as she avoided Juryrigg's lunges.

"Gah!" Vexus yelped as she floated up, barely avoiding another lunge, "Grr...This is getting ridiculous! Get him…!"

"Break!" Juryrigg cackled as he tried to jump for her again.

"...Get that thing away from me!" Vexus demanded as she floated higher to stay away from him, "How to deal with this?" she looked around before spotting the abandoned Wakeman home, "Ah. Perfect. Hey! You want to break something?"

"Break! Break! Break! Break! Break!"

"It's right over here!" Vexus called, flying off towards the house.

"?! No!" Jenny shouted as she flew off after her.

"Jenny no!" Noel gasped as she ran after her.

"Yoo-hoo~! Over here~!" Vexus waved before the door.

"Breakbreakbreakbreak~!" Juryrigg cackled as he lunged at her, only for Vexus to move out of the way and let him crash through the door.

"What is wrong with him?!" Makoto gawked.

"Unfortunately...if they focus too much on one part of their abilities, they tend to fall into a trance of either breaking everything or fixing everything," Rook explained.

"What?!" Jenny gasped as she landed, about to run for the house before Noel grabbed her, "L-let me go…!"

"But if you go in there, you'll…" Noel began.

"I don't care! I...I don't want to lose what's left of my home!" Jenny argued.

"Quite the conundrum, isn't it Jennifer?" Vexus asked as she stood by and watched as a window broke from the remains of a chair that had been ripped to pieces, "If you enter, then you may very well be dismantled." part of the roof was blown off from the remains of a kitchen sink, "But if you don't, then your home is gone for good."

"Jury Rigg! Stop breaking...FIX!" Makoto shouted.

"Fix?" his head popped out of the chimney, "FIX!" he cheered jumping back down.

"Fix?" Vexus repeated before tensing, "No...do not fix! Break!"

"Break?!"

"No fix!" Makoto shouted.

"Break!"

"Fix!" Makoto and Jenny shouted.

"Oh…" Jury Rigg groaned, his eyes spiraling as he stumbled out of the house, "You girls are driving me crazycrazycrazycrazy~!" he declared, falling on his face, "I pass out now...blarg…" he groaned as his tongue rolled out of his mouth.

"Phew…" the girls sighed in relief before they were blasted by Vexus' eye lasers, "GAH!"

"Well I didn't hurt XJ-9 much, so that's a disappointment. But on the pro list...thanks to you brats that thing's not gonna dismantle me." Vexus sighed, walking towards the downed heroes, "I'd love nothing more then to destroy you right here, right now, Jennifer...but...oh...that wouldn't hurt you nearly as much as what I have planned. You took my world from me...all I worked hard to make mine...Now I'm going to take your world from _you_," she taunted, lifting a hand up and tapping where Jenny's nose would be, "And thanks to how much your planet has advanced...oh...it'll be oh so much easier."

"...I'll make sure it doesn't happen," Jenny frowned.

"Ahh...and there's that defiant nature of yours…" Vexus grinned, "It's a shame you weren't born on Cluster Prime..You would've been a good daughter...not unlike Vega, who should've done as she was told to do."

"Says the former queen who stole the golden chips of everyone on her home planet," Jenny countered.

"She did what?" Makoto asked.

"She stole the computer chips of her own people, preventing them from functioning properly...and framed me for it."

"...Oh you're just outright lucky lady, you know that?" Makoto glowered at Vexus.

"What? She took it all away from me...but what goes around...comes around." she smiled while extending wings and floating up, "Oh...I will enjoy taking your silly little mudball of a planet from you...just like you took my world from me. I don't even think I really hate these humans...it's just the best way to hurt you." she laughed, flying up higher, "We'll meet again soon, my dear,"

"Hold it! You…!" Rook began as he aimed his ProtoTool.

"No, Rook. She'll turn it around on you," Tsubaki stated.

"What?" he asked as the barrel flipped over and produced a taser prod, "Oh…" he realized before throwing it down just before it could shock him, "That is...annoying."

"...Vexus…" Tsubaki whispered as she looked up, "What a truly dangerous foe…We need to inform Magister Tennyson what's going on."

"I fixed the plumbing!" Jury Rigg declared from inside the house.

"Oh crud, he's still stuck like that!" Makoto realized, rushing in to get him.

"Are we sure Ben has no better alien to help with this?" Rook asked.

"I'm not sure," Mai replied, "I've barely seen twelve of them."

"Ah! Stand still yo-Ew~! He licked me!"

"Lemme fix!"

"No! Time out already!"

"Fixfixfixfixfix!"

"Wait, what is th-" Makoto began.

***BOING~***

"AAAAAAAAAAAAAAAAT?!" Makoto screamed as she was shot out of the hole in the roof and landed before them, "...ow..."

"He's going to fix everything in there?" Jenny asked.

"Correct," Rook answered.

"That's...good, right?" Jenny asked before her arm extended and grabbed Steam Smythe just as he was about to round a corner, "So...what do we do with this alarm clock?"

"..." the girls, minus Noel who was checking on Makoto, looked at Rook.

"Well, he attempted to utilize a recognized WMD to create havok, assaulted officers of the law with automatons powered by steam, revitalized a highly dangerous criminal, and attempted to flee the scene of a crime," Rook listed, "I do believe that he will be placed into a cell as soon as Plumbers arrive to take him in and receive a situation report." he held up several sheets of paper, "I made a copy of all the pages in that book of 'slang' from the 1920s."

"Ahh. I s-"

"Done!" Juryrigg beamed as he hopped out, the Omnitrix timing out as he changed back to Ben, "Hoo...that ruckered me out..."

"Mmm…" Makoto gave a muffled groan, her face still in the ground before she pulled herself up, "Pah! Ugh...got grassy taste in my mouth…"

"Eh heh...sorry," Ben sheepishly chuckled.

"So...it's really all fixed in there?" Jenny asked as she approached the door.

"It is...hopefully to what you remember," Ben answered as Jenny opened the door.

* * *

_GT: Hoo boy...This won't end well._

_SZ: No it will not...And guess what? This is just part 1!_

_GT: Yep. 2 parter!_

_SZ: Mm hmm...but you'll have to wait and see what happens in part 2, so...read and review!_

_GT: Toodles!_


	15. Terror in Tremorton pt 2

_SZ: Who! We own no one except OCs and the like, we own nothing aside from original content! Let's begin GT!_

_GT: Zzzz…*falls over in his sleep on a plunger for igniting a massive stack of TNT behind SZ*_

_SZ:...Aw sh-_

_***KRA-KA-KRAMBOOOSHA-KABOOM!***_

* * *

Jenny looked around. The carpet-once molded over and barely clinging to the floor-had been taken out and metal also replaced the wooden floors. The two crystal columns replacing the wooden support column were still there, but usable wood salvaged from the breaking was put on extended part to make makeshift shelves. The remains of all the robots had been reused to make furniture and deal with replacing the rotten parts of the floors. It wasn't as good as it was before, but...it was still better than what she had awoken to.

"If I had time and not had a certain someone near me at the time, I could go Clockwork to try to reverse the time this place went through," Ben noted, glancing at Makoto.

"Aw come on. Ya learn that a clock alien robot can puke and you're suddenly blamed for everything," Makoto snorted.

"Says the squirrel girl who jinxed it earlier."

"Because you made me!"

"I…!"

"Enough, you two," Tsubaki ordered, lightly chopping them on their heads, as Jenny sat on one of the chairs.

"Indeed," Kajun agreed, "What is important at the moment is asking this: Jenny, what can you tell us about Vexus? What she's capable of aside from technopathy."

"...Aside from that, she can shapeshift to hide herself in public, she can make portals th-" Jenny began.

"Eh? She...can make portals?" Mai blinked.

"Yeah...It was how she was able to move between here and Cluster Prime or get away just as she's losing. She's also as strong as me..if not stronger. After I revealed what she did on Cluster Prime, she...she nearly ended me had mom and Sheldon-one of my friends-not come to help me."

"I see...technopathy, superhuman strength, flight, shapeshifting, teleportation, and energy beams…" Tsubaki noted.

"Yeah. Not the berries when it comes to her," Jenny sighed.

"We may need to put out a high alert for her then," Rook spoke, "Her technopathy alone is a dangerous thing, especially given how reliant people are on technology now a days."

"Like those weird phones without dials?" Jenny asked.

"Not just those. Anything that's technological, she could manipulate to do whatever she needs," Kajun answered, looking through her laptop as she began contacting Plumbers HQ, "Or if she wanted to, she could cause a global shutdown of every piece of technology on Earth, both human...and alien made."

"She couldn't hack the Omnitrix from a distance or she would have turned me back from JuryRigg. I think with the more advanced tech like Galvan, she does need to touch it." Ben spoke, "So that's ...a positive...negative how do we rate that?"

"Maybe 50/50 or something," Makoto shrugged, "Still...compared to the bad guys we've fought up until now-minus Khyber, of course-Vexus is good...terrifyingly good."

"Guess we had to have a hard battle some day…" Tsubaki sighed.

"Can we track her?" Mai asked.

"The Plumbers are trying, but it's not easy, given her abilities…" Kajun sighed, "They will keep us up to date just in case, but no promises."

"So...what would she do?" Ben asked.

"She'd probably look for a lab to make new soldiers…" Kajun offered, "Or any place that has competent robots…"

"Or any place that has high tech," Makoto shrugged.

"Like Plumbers HQ?" Noel asked.

"If she shows up, Grandpa will tell us and we'll rush there." Ben spoke.

"In _what_!?" Rook argued as he held up several parts of his truck, "My truck has been reduced to the custom ordered parts I purchased just to make it!"

"Ooh...I knew we forgot something!" Makoto cringed.

"Oh...eh heh…" Ben nervously chuckled, "Sorry. I..really can't control myself as Jury Rigg at times."

"Can he...un-break?" Makoto asked.

"No worries I can fix it," Ben smiled before slapping the Omnitrix as he turned into Upgrade.

He stretched his hand and absorbed the parts Rook had before he walked out and began sliding across the ground, gaining mass and sucking up parts until he transformed into the shape of the ProtoTRUK in flight mode. After a while, he jumped off...leaving it back in one piece.

=There we go...and I added more comfortable back cabin seats to boot= he dusted his hands before he began spasming and belched out the truck's steering wheel =Okay...almost done…= he chuckled.

"How many times have you had to do this?" Tsubaki asked as Jenny gawked.

=As a kid...Oho a lot!= Upgrade laughed =Everyone would blow up the Rustbucket...from Forever Knights to crazy motor head criminals. Ah...one time Vilgax sent a robot after us and it tore the thing apart for more armor...ahaha...I bet Grandpa would have been way more angry...but he had a lady friend visiting, so...eh it all evened out=

"Wait...a what now?" Makoto blinked.

=I know, right? Who thought Grandpa had _that _kind of space adventure!= Upgrade held his hands up =Uuuhhh…= he shivered, making his body literally shimmer like water =No child should have to picture a dearly beloved parental figure having those kind of space adventures…=

"...Oh my…" Noel whispered, blushing upon realization.

"Well...that...paints Magister Tennyson...differently," Tsubaki muttered.

"Dang…" Makoto whistled, "And he still has it going on…?"

"Ehem...to...be fair, he was the greatest Plumber in the Milky Way Galaxy...and was revered as a living legend of a war hero," Rook spoke up, "And yes...quite the...Ladies man as one would say. But I do agree with Ben's sentimentality...no child should ever even picture that…"

"Your parents do something that mentally scarring once?" Makoto asked.

"Earth calls it..._The Talk_…" Rook shivered.

"Well...even across the galaxy, Parents are still the same," Jenny shrugged.

=Okay! Horrible tangent aside…= Upgrade held his hand up before he coughed and held up a gadget for the Truck to Rook =Vexus. Where would she go to find all the tech a mad evil dictator with technopathic powers needs to enact evil schemes of petty revenge?=

"You're the ones who can even say they have a nemesis unironically…" Makoto pointed out, motioning to Upgrade and Jenny.

=Yeah but my guys are all in jail…=

"And I'm still learning about the present," Jenny shrugged.

"Well in terms of labs that could produce such...machinery…" Kajun spoke, holding up her laptop, "There are very few...ones for sure are super secure hidden labs...but I think I know of one, and it's back in Bellwood."

=Billions Tower...where's that?= he asked, reshaping his upper body into a question mark.

"...It should be obvious," Kajun deadpanned as she typed something on the screen, "It's one of the largest buildings in Bellwood. Right near Nemesis Tower."

=Oh hey, I know that building...I crashed an alien invading space ship into it!= he laughed reforming himself =Ahhaha...oh...good times!=

"Ben!" Tsubaki complained.

=I left a note saying 'sorry!' ...It was before my identity was made public=

"Wait, what did you use to do back then to hide your identity?" Mai asked.

=It was not easy. I'd have to do all sorts of excuses or fake cowardly acts to run off and hide so I could transform...and then once my Omnitrix went red, I'd scramble for cover to hide from people. While I like freely transforming whenever...I miss my secret Identity. Being famous kinda blows…I mean, I use to be able to goof up or curse without being judged=

"Ah ha! I knew you hated the limelight!" Makoto declared, "Wait...why don't you just go into space or something then?"

=Meh. Someone has to be here on Earth to take care of doofus' like Steam Smith…= he shrugged before flashing back to normal.

"That's _Smythe_!" Smythe's voice snapped.

"Oh right. We still have him tied up in the garage…" Mai remembered.

"We couldn't leave him in the street…" Noel argued, "What if he was picked up with all the rubble and debris from the fight?"

"Would that be so bad?" the rest of the girls asked.

"Especially given what he did?" Rook added.

"W-well...no, no. I...see your point…" Noel sighed.

"Ah, it's okay...we need someone to be the nice cop...cause it ain't gonna be me…" Makoto muttered, wrapping her tail around Noel's shoulder as if it was her arm, "Or Tsubaki...or Kaijun...well maybe Mai...if she's not annoyed with the bad guy like normally...and Ben and Rook stink at interrogation."

"Hey!" both boys complained.

"What? It's true...with you two, it's like good cop...greenhorn-ish cop."

"Is this an insult to masculine pride?" Rook asked Ben.

"Yep..." Ben sighed.

"Ahh, I'm just joshin' ya," Makoto laughed

"You guys really get along," Jenny smiled, "Like best friends."

"I guess after all the stuff we've been through...yeah," Ben smiled as Rook smiled in agreement.

"Yup!" Makoto added as she pulled her friends into a group hug, "We're all one big happy group! ...Oh! I nominate Jenny being an honorary member of Team Remix Heart!"

"Hmm?" Jenny blinked at that.

"Seconded!" Noel beamed.

"I believe they mean their group of female mystery investigators," Rook explained.

"Oh...I like it!" Jenny smiled.

"Yatta!" Makoto and Noel cheered.

"Makoto…"

"Aw come on, Tsubaki! It's not everyday you get to be friends with a robot girl!" Makoto argued, "Especially one as cool as Jen-chan!"

"Hai! Watashi wa sugoi!" Jenny cheered in Japanese, earning looks from the girls, "I have something that can let me speak different languages. May need to update that if any new ones have come into existence since the twenties."

"...Oh, that is so cool~" Makoto whispered in awe. She then suddenly hugged and lifted her up, "CAN WE KEEP HER!?" she cheered loudly.

"N-"

"Please~?" Noel begged.

"Noel's really gotten attached to her," Mai noted.

"But in spite of being a robot...Jenny is fully sentient. We can't just keep her…" Tsubaki sighed.

"Oh you know they didn't mean that...If it was Kajun, well...yeah, she would have meant it like that…" Mai sighed, "But...maybe this will ge good. Jenny is in a sort of new world like us...maybe friends exploring it with her is what she needs most right now."

"Plus come on. She's a perfect middle ground between Noel and Makoto...they need her for balance," Ben argued, joining in on their conversation, "She's a hero...she can adapt to a new world easy. But...everyone needs friends. They help more than anyone knows."

"He does make a point," Kajun spoke, "Plus given her age...well despite how long she was in her cryo-pod, she's technically 16 still and not allowed to live by herself without some form of adult supervision."

"...Well…" Tsubaki muttered before noticing the begging looks Makoto and Noel were giving her, "..."

"Oh, also I outrank you and I say it's alright," Ben snapped his fingers with a smirk.

"...Ugh. I'll have to talk to Magister Tennyson about it, but...I suppose it wouldn't hurt anyone," Tsubaki sighed as she caved in, "So Jenny...Welcome to the team."

"Yay!" Jenny, Makoto and Noel cheered.

"Knew you'd agree to it," Ben smirked before whispering to Tsubaki, "Also..next person we possibly recruit for your little project better be a guy. You gals seriously outnumber me and Rook."

"I think after today, I'm going to focus on just staying in the lab…" Kajun admitted, "Unless you take me to another lab to plu-I mean study…"

"She was gonna say 'plunder' just now…" Mai sweatdropped.

"Ignore it...for now, let's just rest," Tsubaki sighed, "Tomorrow, we head back to Bellwood and try to locate Vexus."

"Let's rest up and think of a plan on how to take Vexus down," Ben spoke, "And Rook can one over the truck…"

"..." Rook ran out and to the ProtoTRUK at that.

"I thought you were able to do this?" Makoto blinked.

"That was with an RV tricked out with advanced tech...not an alien space truck," Ben argued, "Totally different things."

"So just to be safe," Makoto nodded.

"Sides, can't be sure I put every piece back. Upgrade permanently absorbs some tech at times." Ben added.

"So wait...you can turn Upgrade into a super robot?"

"No, I'd need a good amount of tech first," he shook his head, "Upgrade's kind can only enhance and control tech, making it better."

"..."

"...Don't even think about it, Kajun." Makoto frowned as she and Noel instantly hugged Jenny defensively.

"I mean...I've done it before," Ben spoke, making them blink, "Yeah. I merged with the nanobots in my friend Rex's body and made myself into an Upgrade suit that made all his tech constructs even better and more powerful." he explained, earning more stares, "Well we did have to fight a sentient super android Nanobot hivemind that was strong enough to threaten the very stability of his world and could even copy my Omnitrix and my aliens."

"...Man. What kind of things HAVEN'T you dealt with?" Makoto asked.

"You'd be surprised."

"I'm almost inclined to let you brag just to see what you've accomplished...Provided I can get through it without the overwhelming urge to hit you…" Makoto muttered.

* * *

"Octagon?"

"Yes Boid?"

"How is it just as wes was approaching Earth…" Boid began, both him and his brother tied up inside their own ship while Vexus stood on top of it, "And we encounter someone who only exist in them old scary campfire stories?"

"Frankly I am just as surprised as you are…"

"Well. it seems the universe has forgotten me quite a bit if I'm reduced to nothing more than a simple myth," Vexus noted, overhearing that as she overlooked Earth, "Perhapes once I conquer this little mudball of a planet, I'll have to fix that."

"Ma'am ifn' you could do that...you'd be the biggest name in the cosmos…" Octagon spoke, "But ain't nobody been able to do it on account of Ben Tennyson…"

"Hmm?..Oh. You must mean that Flesh-wearer that was with XJ-9," Vexus noted, "Yes...was a bit surprised he had Galvan technology on him, but nothing I could not handle."

"Ifn' you encountered him, then why are you in space?" Boid asked

"...Be thankful you're alive, you insufferable Vreedle," Vexus frowned a bit, "But nevermind that. For now…" she paused as she stepped forward and leaned down, looking at the two from the front window of their ship, "Tell me. What is the most advanced piece of technology on Earth?"

"Do we count the Anihilargg?" Boid asked.

"No...that was a dud...no point in bringing that up. The greatest tech in these parts is the Omnitrix, the very thing on Ben Tennyson's wrist, the ultimate invention of that their big brain falla from Galvan, Azmuth."

"Wait...Azmuth...he still lives?" she asked shocked.

"Eh…" they shrugged unsure.

"To think Azmuth would go and outdo himself after the incident with the sword…" Vexus muttered, "And knowing him...he most likely put a failsafe in case anyone tried to forcefully remove that watch from the boy's wrist...still, it is technology, and I was able to hack into it...provided I can get close to him...I just need to right equipment to fix that little problem."

"You'd need an ultra high-tech lab ifn y'all want to do that," Boid spoke, "Only place ah can think of fer that on Earth is that there Billions Tower place a-"

"Boid...shut it," Octagon quickly hushed, noticing the dark gleam forming in Vexus' eye.

"Thank you, boys. You've given me just the idea," Vexus smirked as she floated off their ship, "So guess what? You get to live…"

"...Ah sense a boom is about t' ha-" Octagon began before Vexus fired a pair of beams at the ships engine, blowing it and the Vreedles up.

"For a few mere seconds," Vexus finished with a wicked smile.

* * *

"How's it look now?" XLR8 asked, bits of him covered in paint as his tail had a paintbrush tied to the end with one in his right hand and a paint bucket in his left.

"...It looks perfect," Jenny smiled, seeing the chipped paint that was on her house replaced with a new fresh coat, the hole in the roof repaired, and even the broken windows replaced with new glass.

"If the superhero business didn't work, you could've gone into fixing houses," Makoto noted.

"Eh, it wasn't much. Just XLR8 to go out into the desert after having Brainstorm do measurements by having Jenny stand beside the house, go Heatblast to turn the sand there into glass the right size and shape, XLR8 again to get them back here in one piece, Diamondhead to fix them into place with his crystals replacing normally used glue, Swampfire to grow some trees to harvest for wood with Jenny's help in cutting them into boards and beams, and XLR8 for nailing everything in place that you and Jenny held up with your strength," XLR8 noted quickly in a single breath.

"Ahh…" Makoto noted once she managed to fully understand what XLR8 had said, "Heh...man, my dad would've LOVED to have you around."

"And you guys just keep showing me how much the future is the bee's knees," Jenny noted, "Jumping jimminies, if more extraterrestrials were like Rook and Ben when he uses the Omnitrix, things might've been a lot more like now back in the twenties."

"Oh that sounds nice," Noel noted.

"Yes...though most likely there would be one factor that would've stayed to today if that happened…" Kajun sighed, looking at her tablet, "Will Harangue…"

"Who?" Jenny blinked.

"Someone who really...and I mean _really _hates Ben, seeing him more as a menace than hero," Makoto explained...before sighing as she looked at Kajun, "Let me guess...someone recorded what happened yesterday and he altered the footage."

"Yes," Kajun replied, "Though a few elders across the country are suing Harangue for libel."

"Huh?" Ben raised a brow.

"Apparently, they went to preschool with Jenny, at least for a single day," Kajun noted.

Everyone looked at Jenny, who blushed, "It was an error of sorts. The principal at the high school overheard me telling Brad that I was built five years ago at that time and thought I was a five year old kid. Mom had to come to school with my blueprints and explain to them that I was a teenager both in physical appearance and mental state."

"...Wow," Makoto slowly blinked at that.

"And I thought our school life was a bit odd," Mai admitted.

"I don't know...nothing can beat the time Noellie grew a watermelon from her belly button," Makoto noted.

"She grew a what from where?" Jenny asked.

"It's true," Tsubaki sighed, "Noel ended up eating a watermelon seed, it began to grow in her stomach-we'll explain how later-, and the next thing we knew? We were caught in its vines. It was thanks to Mai things didn't get too out of hand."

"It's...a long story," Mai sheepishly stated.

"And I haven't eaten watermelon since…" Noel shuddered, putting her hands on her stomach.

"Ahem. Moving back to the original topic," Kajun cleared her throat, "But yes...it seems a few elders are suing Will Harangue for libel in what he 'reported.' ...Honestly, that chopped up footage he calls news..."

"How can you show footage chopped up without showing that you obvious cut it?" Jenny asked.

"Okay, while we're out looking for Vexus, we're gonna have to show her the new things like videos with color and sound," Ben noted.

"They have those now?" Jenny asked.

"Yup. ...Oh shoot! She hasn't even seen the original Star Wars trilogy, has she?"

"Okay, we find Vexus, kick her beetle behind, then get Jenny to sit down for several hours to binge the entire movie series...minus the prequel trilogy!" Makoto declared.

"Why? What's wrong with…" Jenny began.

"You don't wanna know."

"It's best you don't ask," Mai whispered to the robot girl.

-linebreak-

"Alright, Jenny, while we did go to the library, you didn't really pay attention to much else, did you?" Tsubaki asked.

"Not really. Was more focused on what happened in the last century," Jenny replied.

"Okay. So from your own memories, what would you call Tremorton?" Tsubaki asked.

"Oh, just a small town," Jenny replied.

"Try 'small city,'" Tsubaki corrected.

"Oh…"

"Yes. So don't be too surprised to see how big it's become," Tsubaki warned.

"There could also be a chance for an Undertown being here as well," Rook noted.

"Mole people?" Jenny guessed.

"More like aliens who've decided to live on Earth but hide from humans by living underground," Ben explained.

"Really?"

"Yup," Makoto added, "We got one underneath Bellwood. Well, technically two if you count the Kaka VIllage as a second one."

"Ka...ka?"

"Cat women."

"Ahh...are the kittens cute?"

"Adorable!" Noel replied, "Just...don't try to expose their faces. You'll get engaged to them."

"I have to start wearing a blindfold everytime I'm down near the village," Ben sighed.

"Why?"

"He used his Omnitrix to repair their DNA more or less," Makoto shrugged, earning a confused look from the robot girl, "...Oh yeah. They originally couldn't go over 100 because of something in their genetic DNA or something...sciency stuff."

"Ahh, I see," Jenny noted, "...Oh hey! Is the highschool the same?"

"Not sure," Ben replied, "Do you want to check that first?"

"Of course! ...Jumpin' jimminies, I haven't been to class in ninety years! Oh, I'm in for a lot of make-up work, huh?"

"...You never graduated?" Tsubaki guessed.

"It's fine if ya didn't," Makoto spoke, "Ben didn't either, so he had Tsubaki as a tutor and he had to take online classes."

"Only for a few hours," Ben defended.

"Should never have agreed to that bet," Tsubaki scowled.

"Bet?"

"She made the mistake of betting Ben to pass all his online classes with perfect grades in an hour for as many smoothies as he could drink," Makoto explained, "She forgot he had two genius aliens a ton smarter than humans."

"Grr…"

"Shutting up."

"Oh, I know just where it is!" Jenny noted, "It wasn't all that big aside from the football field behind it…"

* * *

"This...is a lot bigger," Jenny gawked, looking at the two story building in the shape of a diamond if viewed from above with several smaller buildings in the back and a small stadium behind all of them.

"More people meant more rooms were needed. More rooms means the need for a bigger place," Tsubaki noted.

"Oh...still, wow…" Jenny awed..before giving a light annoyed frown, "I wonder if there's a version of the Crust Cousins in this time."

"The who?"

"A pair of cousins that were more into fashion and themselves than anything else," Jenny explained.

"Let me guess, they were also the typical spoiled rich girl types that looked down on others because they weren't rich?" Makoto guessed with a frown.

"Big time," Jenny replied.

"Picked on you because you weren't like everyone else?"

"Yup."

"I can relate…" Makoto sighed, "First year...three really nasty girls decided to pick on me because I was a Beastkin, and just as one of them tried to slap me...Noel jumped in front to defend me, which resulted in me grabbing her and causing that rich spoiled girl to miss. Oh ho...and guess what? She tried to claim_ I_ attacked _her_! And when Noel tried to defend me...she and her two cronies talked down to her because her family wasn't rich...thank god Tsubaki put them in their place."

"Member of the student council," Tsubaki explained.

"Student council? Never heard of that," Jenny noted.

"A group of students that help organize events and abide by the rules around the school."

"Ah."

"School has changed a lot...now there are an insane amount of school activities to keep the students occupied." Ben spoke, "Teachers are still evil half the time."

"Oh definitely," Makoto nodded in agreement, "Especially the ones that favor certain students over others."

"I see school has only changed a little…" Jenny muttered.

"True, but one thing hasn't changed at least," Mai spoke as she looked at a group of students talking and laughing, "Friends being able to hang out during and after school."

"Yeah. That'll never change." Makoto smirked, putting her arms around her friends.

"I believe this Earth high school is an odd place for youth. It is seen as a detainment facility but is filled with dear friends." Rook spoke, "On Revonnah, we just take classes off the externet and spend most of the day tending the fields."

"Really?"

"Yes...you see why I wanted to get a post off world." Rook smiled.

"Oh...To you, this is like going to college; as far away from your parents as possible," Makoto guessed.

"Comparably…" he sighed.

"...Given how anti fun your dad looked, can't say I blame ya," Makoto admitted, patting his shoulder a bit.

"He does mean well...but…"

"Totally stuck in his ways, loving but super strict?" Jenny guessed, "Yeah...parents can be like that. But I'm sure he just loves and misses ya."

"Now I wish to return home to reconcile with him…" Rook sighed.

"Road trip?" Ben smiled.

"I know I will regret it...but yes...road trip." Rook smirked.

"Sweet! Outerspace r-" Makoto began before Kajun's badge began to beep, "...dang it."

"I got it," Kajun spoke as she answered, "Yes?...I see...thank you," she looked at the others, "There's suspicious activity at Billions Tower over in Bellwood."

"Well...we know where to head." Ben smirked, "Let's go save the world."

"And this time...Vexus isn't getting away," Jenny added.

* * *

"The hell is all the noise up here…?" Ragna muttered, using a secret Undertown entrance that let him reach Bellwood through the subway, "Seriously I swear if pencil neck is starting again, I…"

Ragna stopped when he saw the ship, which belonged to the Vreedle brothers crash through several buildings and into the giant gaudy tower with a solid gold B made to look like a dollar sign.

"...Well...that's not a red flag…" Ragna muttered sarcastically before he noticed the ProtoTRUK flying overhead, "And cue the kid and his team…"

"Hey, Raggy! Want to help us take down an evil robo queen!?" Makoto shouted as they flew ahead.

"...Eh sure. Got nothing better to do," Ragna shrugged as he followed after them, "...Wait. What was that about an evil robot queen?!"

"We'll explain in the truck! Jenny, a hand please," Makoto smiled.

"Who the hell's Jenny?" he asked before a robotic arm grabbed his jacked and yanked him up into the truck, "AH!" he panicked.

"This is Jenny," Ben answered.

"H-" Jenny began before tensing when Ragna pulled his sword out and aimed it at her, "?!"

"Ahh! The heck, dude?!" Ben exclaimed.

"...Sorry. Reflex…" Ragna muttered as he put his sword away.

"He's from a rather apocalyptic future…" Ben explained.

"Putting it mildly…" Ragna grumbled, "Sorry again...sorry just...ugh...Let me guess: good android girl and we're fighting an evil robot bitch that's what...her prototype, or alien in origin?"

"The latter," Mai answered.

"Also heads up...she has Technopathy," Makoto added.

"Meh…" Ragna shrugged.

"...That was a weird response," Jenny noted.

"Meh. Dealt with weirder before," Ragna shrugged, "Yesterday invo…"

"Let's pile on that weird!" Ben spoke as they reached the tower, "Now...if I was a betting man...oof!" he cried as the truck stalled, "Yep...she's hacking the truck…"

"Wait wh-" Ragna began before the truck began to rock back and forth, as if trying to shake them out, "Gah!"

"Ben...do it again!" Makoto panicked.

"NO!" Rook panicked.

"Do what!?" Ragna asked.

"Ben is the vehicle destroyer!" Makoto laughed.

"I never agreed to that title…!" Ben grunted falling on his face as several of the girls landed on him, "My back…"

"Do something greenhorn! Don't this thing have an emergency off button or ejector seats!?" Ragna snapped.

"What...no! Who would put those things in a vehicle!?"

"Anybody!" Ragna snapped.

"Oh! Ejection I can do!" Ben grunted, slapping the Omnitrix to the floor.

"Oh no…" Ragna groaned as he braced himself.

Fourarms stood up as he began picking everyone up, one of his arms punched the top hatch open...before everyone was shot out one by one through it. Ragna and Rook cried in surprise as they were the last to be ejected. Rook realizing he dragged the steering wheel with him. Fourarms jumped it with such force he sent the ProtoTRUK crashing into the ground below. Fourarms landed as Jenny floated down, having grabbed the girls to keep them from a rough landing.

"A little warning next time!" Makoto barked in rage.

"Sorry…" Fourarms muttered before Ragna began to shake him.

"You…!" Ragna growled before the front doors of the tower were kicked down, a large legion of scarb-like robots walking out, "...survive another day, kid. I got something to vent."

"We'll clear a path. Jenny...wanna go settle a score with an old enemy?" Fourarms asked, cracking his knuckles.

"You bet I do," Jenny nodded, a serious expression on her face.

"Then let's make some room gang!" Fourarms shouted as he clapped his arms, sending out a sonic blast which cleared a line through the robots.

"Ha!" Ragna roared, slashing down several robots with his sword.

"Lay down covering fire!" Rook spoke to Noel as they began shooting them down.

"Mai, you and Kajun help any nearby civilians get to a safe distance!" Tsubaki ordered, using her shield to block a robot's attack before kicking it back.

"On it!" Mai saluted as she and Kajun ran off, _'And me without my spear…'_

"Hya!" Makoto shouted as she slugged a robot hard in the face, ducking another ones grab from behind before doing a backwards dropkick on it, "Now's your chance, Jenny! Go!"

"Got it!" Jenny nodded as she dashed right through the group, knocking a rogue robot aside as she burst through the front doors.

"We'll catch up! Kick her butt!" Fourarms grunted, punching multiple robots as they seemed to prioritize him as a major threat.

"Can do!"

"Save some for us!" Makoto shouted, jumping over a pair of robots that tried to attack her from both sides, only to end up crashing into each other.

* * *

"Vexus!" Jenny shouted, flying forward and into the lab of the tower.

"Oh Jenny!" Vexus spoke, sitting before a monitor as she watched her robots be made, "Amazing how easy it is to build some troops...humans made something...impressive. I'm almost at a loss for words!" she laughed, spinning her chair around as she stopped to face Jenny.

"This ends now, Vexus," Jenny frowned, landing as she stepped forward.

"Oh? Is that so?" Vexus said as she stood up, "Well, what if you're not the only person I'm expecting right now?"

"Huh?"

"Yes. I am also waiting on...what was his name again? ...Ah yes. Ben Tennyson," Vexus recalled as she smirked a bit, "You see, Benjamin has a little something I want."

"You want Ben's watch…" Jenny realized, "What good does his Omnitrix do you? You don't even have DNA to rewrite!"

"True. But what if I were to use it to create an army?" Vexus retorted, "You see, I've learned quite a bit about the future while waiting on you, and it truly is fascinating. You see..while it is true that machines do not have DNA…" she paused as she motioned to a semi-large machine, "_Data_ can somewhat be copied."

"Data…" Jenny asked.

"This Omnitrix as I learned from touching it...can turn DNA...into Data...oho. What a wonderful invention. Truly, the masterpiece of the great genius of three...arguably five galaxies, Azmuth...an eternal thorn in my side...before you that is..." she grumbled the last part, "But regardless...using a machine as simple as this, I can transfer the data within the Omnitrix into some of my new troops, giving them the powers of every single alien species within. Imagine a whole group of your friend Benjamin...but at my every beck and call."

"...Wait...Ben said his nemesis Vilgax did that already…" Jenny spoke.

"Hmm?"

"You're just copying someone else's plan."

"What?"

"Yeah! You're just doing what someone else succeeded in and still lost at!" Jenny declared.

"...Blast. Should've looked into that," Vexus whispered to herself, "...Oh wait. Did this 'Vilgax' ever think of having his machines as extensions of himself? Or rather…" she paused as the robots already made and still being made all turned towards Jenny.

**=Like me?=** they all asked in unison.

"Uh-oh…" Jenny realized, "One was bad enough...but an army of you…"

"Is a **nightmare…= **Vexus and the robots smirked.

"I won't let you win!" Jenny declared as she transformed her fists into giant spikes boxing gloves.

"Then come on, Jennifer…" Vexus paused as she held her arms open at her sides, "Show me what you've got, because I certainly won't hold back."

At that, the two flew at one another. Jenny punched Vexus, knocking her higher into the air only for her to flip around and swing her legs to kick the android girl back into the ground. Jenny growled as she flew back up and tackled Vexus through the roof and into the sky above Billions tower. The two pushed one another back before tilting their heads forward. Jenny fired lasers from her ponytails as Vexus blasted beams from her eyes. The two blasts met in mid air, causing sparks of energy to fly through the air as the energy began to gather and fight for dominance before exploding, sending them both flying away from one another.

The two flew around the tower and curved around it before slashing at the back of the tower. The two grunted as they began punching and kicking each other back and forth. Jenny grabbed Vexus's next punch before swinging her around and slamming her into the tower. Vexus growled before an extending punch struck her and she was sent through multiple walls and floors before being punched back outside. Vexus corrected herself as she turned to see Jenny flying at her.

Vexus smirked as she ducked back in time to dodge a punch. The evil former queen of the Cluster connected her legs together and kicked them forward, sending Jenny slamming into a wall. Vexus flew around and then U turned back before slamming a punch into Jenny, sending her flying through the wall and inside. Jenny skidded to a halt crashing through a couple walls. Jenny raised her arms as they opened and unfolded twin bunker shields as she used them to block a powerful blast fired from Vexus. The resulting explosion created a large hole as Jenny lowered her shields to take in the damage caused.

"Ahahaha...we are evenly matched, my dear...what you can do...I...can do," Vexus laughed, floating down and walking closer, "The only difference...is that I don't need to run home to mommy when I'm feeling a little low...oh...wait...I forgot...your Mommy's gone~" she laughed.

Jenny glared as her eyes shone. She held her hand out as it opened and unfolded to reveal a large plasma cannon. Vexus paused for a second only to be blasted as she was forced back outside by the explosion. Vexus growled as she regained her stability in the air only to be grabbed by Jenny's arm and swung back into the walls of the tower. Vexus freed herself only to grunt as Jenny reformed her right leg into a giant variation of her boots with spikes along it and kicked with it, slamming Vexus back inside again. Jenny aimed and fired multiple beams from her hands and ponytails, each one pelting and slamming Vexus deeper into the ground before blasting her through it.

Vexus roared, erupting from the pile of rubble only to stop as Jenny leaned back and balanced on her hands. Her legs and ponytails reformed into megaphones, the legs megaphones more blaster shaped compared to the ones on her head as they lined up. A microphone formed from her chest as she took a deep breath before screaming as loud as possible into it. The sound wave amplified by the first Megaphones as they were fed into the sonic cannons. Vexus crossed her arms as powerful sonic blasts slammed into her and sent her crashing down lower and lower before slamming into the lobby.

"Ugh...well...this...I am impressed…" Vexus' voice chuckled as she rushed down the hallway and grabbed Jenny, slamming her into the wall ,"You've never shown abilities such as this before…"

"Let's say...I learned some new tricks from my friends…" Jenny grunted as she struggled to get out of Vexus' grip.

"Oh...and where are these friends now?" she taunted.

"Turn around!" Fourarms spoke as he smacked a pillar into Vexus, sending her flying away and splintering the concrete pillar to dust, "Ya know the sonic cannon trick blew out all our eardrums…" he complained, dropping the remains of his makeshift club.

"What?!" Makoto shouted outside.

"...Oops. Sorry…" Jenny whispered as he helped her up.

"It's fine. J-" Fourarms began before he was suddenly blown back by a pair of lasers," Gah!"

"Ahh Benjamin…" Vexus' spoke as she hovered out of the dust cloud, "Just the person I wanted to see."

"I hate when the crazy evil person uses my full name...Reminds me of that evil teacher who hated me," Fourarms grunted, shaking off the stinging pain.

"Hmph. Cute…" Vexus smirked as she moved up to him, putting a foot on his chest before tapping the Omnitrix symbol, causing him to revert back to Ben, "There...easier to get what I want from you."

"Never since Vilgax have I hated such a simple thing so much…" he grunted, "So you know what the Omnitrix is by now, huh...greatest invention in ever…"

"Yes. To think Azmuth would entrust something as valuable as it to you," Vexus stated as she moved off him before picking him up by the scruff of his shirt, "Too bad you'll have to relinquish it."

"Tough luck...you try and forcefully remove it, failsafe activates."

"Ahh true, but you forget one of my powers, young flesh-wearer…" Vexus smirked, flexing her hand a bit as she reached for the Omnitrix.

"I wouldn't do that…" he grunted trying to move, "Trust me, you really don't do that...It's gonna hurt us both in equal amounts…"

"Silence...as if Azmuth could make a machine I can not manipulate…" she laughed tapping it, suddenly the Omnitrix began glowing brightly, "Oh but he sure did try…" she smirked.

"Ben!" Jenny panicked.

"Might...might wanna step back…" Ben chuckled weakly, "Oh this is gonna hurt again…"

"?!" Vexus tensed as she quickly threw Ben away just in time as a large green shockwave came off of the Omnitrix.

"Ooh right on time…" Ben grunted, "See Azmuth hated how I tried hacking it last time...he...ain't gonna let that happen again." he coughed, "Ooh he made it stronger so it stings with the stupid...wait for it...holgram call in three, two...one."

=Ben Tennyson, I can not believe you would...Is that Vexus? She's still alive? Oh boy...and here I thought the last century was kind of nice...ugh...talk about bitter disappointments= a voice spoke as a giant hologram of an aging Galvan with whiskers sighed; looking around, he then paused on Jenny =Oh now that is impressive…=

"Wasn't me...her…"

=I should have known, you greedy little brat…= Azmuth sighed =And here I thought I was rid of you when your child took your throne=

"Gh?!" an annoyed expression appeared on Vexus' face for a moment at that

=Honestly...here you are once again trying to take my work like a greedy little child… Act your age, Vexus! You're well over two thousand years old! You tried the same with Ascalon once...ah...and look what you did! You uploaded a virus into the Omnitrix...I'll have to reboot it from here to get rid of it=

"Wait, what?" Ben blinked at that, "Wait...AW~ MAN!" he complained, "Azmuth, I'm kinda up a creek here!"

=What? You're a hero. You can save the world without your gadget. Ask your highly advanced beyond her time friend over there. She seems powerful= Azmuth pointed to Jenny =Mmm...The scientist who made you was truly beyond this world's potential=

"Wait, but I…" Ben began as his hologram vanished, "Rude!"

"Wait...What did he just do?!" Jenny asked.

"Uh…" Ben tapped the Omnitrix as he lit up now and again, "Yeah, I'm powered down…"

"Hmm...could be a good chance to take if off you," Vexus smirked.

"Azmuth, you're the dumbest smart guy in the universe!" Ben panicked before Jenny grabbed him, "Woah!"

"Oh I don't…" Vexus began before Jenny flew off, "...Very well. Might as well play this little game of cat and mouse. You'll be the mice..." her wings grew as a feral look appeared in her eyes, "And I'll be the cat..."

* * *

"AH!" Makoto gasped as her ears popped and she could hear again, "Ah...oh finally...ah...thank god."

"Ahh...damn robot girl…" Ragna muttered, hitting the side of his head as he kicked a dismantled robot's head to the side, "She's just as bad as the kid…"

"You like she has so many weapons though," Makoto smirked.

"I have a liking for carnage and destruction with skilled hands and tools..." Ragna muttered.

"We should begin dismantling this assembly line," Rook began as he moved to a console, only to stop when another robot, this one designed to look as close to Vexus as possible, grabbed his arm.

**=Oh my dear...you don't want to do that=**

"EEK! It's Age of Ultron in reality!" Makoto panicked.

**=Boo~!=** a Vexus drone shouted from behind her, making her jump into Tsubaki's arms.

"Well...I'm not sleeping tonight...again…" Ragna grunted as they all backed away from the second wave of robots.

"Age of what?" Rook blinked.

"Movie that doesn't come out for three more years," Tsubaki explained.

"Shut up and kill them with fire!" Ragna shouted, swinging his sword and cutting down one of the Vexus drones, only for one to strike him, sending him flying away, "I hate robots…" he groaned.

**=Oh? And why's that?= **a Vexus drone asked.

"Well now that's my business." he countered while holding up his sword, "Also because I don't like you, lady…"

**=Oh you hurt my feelings...now let me hurt the rest of you!=** she laughed as the Vexus drones arms transformed into laser weapons and began to open fire.

"Grah! Lousy no good pieces of scrap!" Ragna growled, dodging the shots and reflecting them away with the flat of his blade, "This is why I hate robots, particularly those of the female variety!"

"You're so lucky Jenny's not here to hear you say that," Makoto frowned, hiding behind some cover with the others.

"She can be a really rare exception! But for the most part, I stand firm on this!"

"I feel this is a story you never plan to share!" Rook spoke, shooting down several drones before ducking for cover.

"No I will not!" Ragna barked.

"Magister, we have an emergency at the Billions Tower," Tsubaki informed on her badge's communications system, "Robot army controlled by Vexus through a hive mind."

=A Code Validus?= Max asked before sighing =ETA five minutes=

"We'll...try and keep from dying!" Makoto panicked, punching one Vexus drone that tried to attack them.

"Ahh! I h-eek!" Noel yelped, dodging a swipe from a Vexus drone before shooting a shot point blank in its face, "I hope Ben and Jenny are doing okay!"

* * *

"We are not doing okay!" Ben yelped.

"She's very determined to get your watch!" Jenny grunted as she avoided laser fire while flying through the air.

"I hate this thing is so powerfulyet useless at times!" Ben complained.

"Jennifer, Benjamin, no need to run…" Vexus began as her claws sharpend, "I just want what's mine!"

"All of the nope!" Ben panicked, "You can't fight back by carrying me…"

"I can't drop you; you can't transform!" Jenny grunted, dodging another attack.

"Just fly me as close to the tower as possible!" he offered, "I can take a rough landing, and you need to be able to fight back!"

"Right!" she grunted while flying down towards the tower, she then shot down before turning up.

Jenny flew up along the side of the tower before tossing Ben up as soon as they cleared the edge of the roof. Ben grunted, rolling across the ground. He landed on his back with a grunt of discomfort; he then looked up and screamed as Vexus flew at him only to be kicked out of her path by Jenny.

"This game is getting tired, dear…" Vexus growled, "I'm going to put an end to this!" she growled, blasting at Jenny who dodged out of the way.

"Sorry, but you got that in reverse. You're not the one ending this…" Jenny replied, "I am!"

"How so? All those years ago, you barely survived after fighting the Armagedroid I had rebuilt, and look what happened. Put into cryostasis for 90 years with no one you knew alive in this day and age," Vexus countered, "What use are you in this day and age?"

"...It's true. Everyone I knew 90 years ago is gone…" Jenny said as she looked at her hands, "I'm in a time where everything is vastly different and unfamiliar...I'm really not sure how I can be of some help in this time. But…"

"Hm?"

"I do know this…" Jenny paused as she looked up at Vexus, a serious expression on her face, "There are good people in this time; people who do the right thing. People who care about each other. As long as people like you exist Vexus., they'll be there to stop them...and I'll make sure I'll be there to help."

"Hm...cute speech. I'd applaud if it wasn't so sickeningly sweet," Vexus huffed, "Still Jennifer, it'll be a shame to see you go offline once I'm finished with you."

"One thing wrong with that, Vexus…" Jenny paused as she crossed her arms, a smirk growing on her face, "You're not fighting just me, remember?"

"Hmm?" Vexus raised a brow at that before a beeping sound was heard, "?!"

"Finally!" Ben exclaimed as the Omnitrix lit up, he then looked as the roster select began spinning out of control, "Whoa...what the heck?"

"Ah yes that…" Azmuth spoke, appearing on his shoulder.

"Bwah!" Ben jumped in surprise, "When did…"

"Oh please, Benjamin...I'm not even that busy...if you call, I could help. Thankfully your friend Noel sent me a message about Psychobos, so I put a safeguard against that in the future. Stop being cocky!" he shouted, thwacking his head with a walking stick.

"Ow!"

"Now...it would seem Vexus's Cluster abilities and the virus she made merged with the DNA stream in the Omnitrix...creating something...new and...possibly wonderful," he explained, "I believe you would call this...a New Guy."

"A new alien...made from a digital virus?" Ben blinked.

"Electrical life forms are completely hypothetical...but...something I hope to see one day...a race born of the infinite expanse of technology like that...sadly I have to settle for you being the first...yipee…"

"Hey…"

"Miss Wakeman, would you please stop Vexus from blasting us!" he pointed his staff as Jenny punched Vexus away, "Thank you, my dear, now please keep her off us while Ben...ruins what should be a wonderful moment for me."

"You're a confidence booster…" Ben groaned as the dial stopped on a new symbol, "Here goes nothing." he spoke, raising his hand.

"Hold...is this how you use my Omnitrix? Ugh...you are a buffoon. This is a finely tuned device; not a rock!"

"It's how I always do it!" Ben argued.

"Gently!" Azmuth ordered, slapping his head.

"Wow...deja vu…" Jenny muttered at seeing them interact, "It's like me and Mom all over again...perspective is so weird."

"Okay, fine. I'll do it gently, It's hero time!" he cheered, tapping the dial.

Ben's body was covered in black and green like material as it totally covered his body. The Omnitrix formed in his stomach as green lines formed a grid pattern across his entire body. His fingers flexed as white pieces of armor formed on the back of his hands and over each joint of his fingers. A white chest plate with green piping formed over his chest with large armored pauldrons of the same color pattern jutting outward, green orbs forming in the center of the shoulder armor. His forearms were covered in white gauntlets with the same green piping pattern along it, the same green orbs forming at the of the armor. Greaves covered his legs with black armor covering his feet. Finally, a helmet of sorts formed. It was angular and streamlined, extending forward slightly. The top of the helmet was black with green circuit patterns forming along it. Green piping formed ornate spikes along the back and sides of the helmet as a white mouthplate formed. Green eyes flashed open as the new form opened his palms, circles in the center glowing with green energy.

=Whoa…= he spoke as the energy in his hands sparked and took the appearance of flashing light forming images, the energy coursing along his arms as he floated up =What does it even do?=

"You are a being of sentient data and hard light...figure it out!" Azmuth stated.

=Wait. So if I think of a sword, I can...= he began before a sword made of light appeared in his hand, =...Oh that's so cool~=

"What even are you…?" Vexus asked.

=Not sure...but I think I like it!= the new alien cheered =Gonna need a name though…mayb-woah!= he yelped as he dodged a pair of lasers from Vexus =Uh...rude much?=

"Best pay attention boy!" she shouted blasting at him again only for the beams to go through nothing, "What?"

=Holograms...nice= the new alien cheered standing atop the highest point of the tower, =And I could go invisible! Aha...oh I love invisible aliens!= he cheered as he aimed and began shooting a rapid fire barrage of energy blasts from his hands, =I got it...I'll name this guy...ReBoot! Since I'm more or less a walking video game character who can download anything from a video game!=

"Cute…" Vexus frowned, about to shoot another pair of lasers at him before Jenny tackled her from the side.

=I think you forgot I'm not your major concern! I'm gonna go kick you out of this towers system, no M'kay?= he laughed as he flashed away in a blur of data like light.

"What!?" Vexus asked shocked only to be struck by a giant mace from Jenny, "Gah! Jennifer, you are trying my patience!"

"And you have long since lost mine!" Jenny declared as she formed twin energy cannons from her arms and began shooting.

* * *

"This...is...getting...exhausting!" Ragna grunted cutting down another drone, in the process stabbing his sword in the ground to keep him from falling over. He then grunted when two of the Vexus drones tackled him over and sent him skidding across the ground, "E….ah...even...if I powered up...I'd just be extending this stupid game till I ran out of energy again…"

"The machine...it is recycling all the drones we destroy...we are trapped in an endless loop!" Rook grunted shooting several down.

"And we can't get close enough!" Tsubaki shouted, blocking a strike from a drone before deflecting another's laser with her sword, "We just need an opening to get to it!"

=Whoa! It is _nasty_ up in here…= at that everyone turned to see all the screens display Ben's newest form ReBoot on them =Man, she really did a number on these computers…=

"A new form?" Makoto blinked.

=Yup! And guess what? I'm more or less a walking video game character!=

"...Oh, that is so cool~!" Makoto squealed as her tail was swishing like crazy at that, said tail ending up smacking a few drones in the process

=I'm gonna burn her control out of the computer= he explained =You guys hang on 'till I'm done=

"How long will that take!?" Ragna barked

=Huh, what? I'm sorry, I finished so long ago I got bored= he yawned.

"You're messing with me, aren't ya kid?"

=Well, I could shut the drones down, too...but ya gotta say it!= he laughed.

"Grr…"

=Come on...say it~=

"Never!" he barked, stabbing another drone.

=Oh come on. Just say my name and I'll stop the drones for you…=

"Oh you just suck, kid, you know that!?"

=I'm waiting~=

"...Ugh! Fucking fine! Just stop these damn things, Ben!"

=Now that wasn't so hard was it?= he laughed as the drones all shut down, =Well...aside from the pain to your pride= he laughed walking out of the computer =But hey what are friends for!=

"Grr…"

"So...you can hack anything now?" Tsubaki asked.

=Yep…= he nodded =Oh BTW, next time Makoto wants your secrets, I'll just jump into your computer and find them!=

"Yes!/You wouldn't…" Makoto cheered while Tsubaki frowned.

=It's what you get for dragging us into this nonsense without telling us…= ReBoot countered as he leaned back and floated into the air =Come on. I was able to lock Vexus out of the computers, but we still gotta stop her. Plus...I think she's starting to notice=

"Notice what?" Ragna asked as the wall exploded.

"You little human meat sacks…" Vexus growled as she floated through the newly formed hole in the wall.

"Eek!" Noel yelped as she hid behind Makoto.

"Never in my entire life have I met such an insufferable group of flesh-bags!" Vexus snapped before taking a deep breath, "I apologize. I'm usually far more composed. It's just...well, I'm a little bit…" her eyes narrowed as her claws grew, "_Absolutely livid._"

"Ahahaha...She's actually really...scary…" Makoto laughed awkwardly, backing up.

"Given the killing intent that she is giving off, agreed," Rook added.

"Now before Jennifer and Benjamin get here…" Vexus began as she looked at each member of the group, "Which of you shall I make an example of first? The white-haired young man, the Revonnahgander...or perhaps one of the girls?"

"Yeah right, bitch! Like we'd let you take us down!" Ragna snapped, "Damn it! Where'd he go…"

=What? Had to be sure I locked her out!= ReBoot spoke, appearing behind Vexus as he formed a giant sword and swung it, the impact sending her flying into the machine=And she's outta here!=

"Gah! You…!" Vexus began with a growl before Jenny appeared before her, "?!"

"Looks like to me your plans are failing you...again," Jenny smiled.

"..."

"What's wrong? At a loss for words?"

"Yeah! We beat ya now!" Makoto added.

"Beat me? Oh no no no…" Vexus spoke as she gave a low chuckle, "I may have lost today, but I haven't truly been beaten."

"Hmm?"

"You know I'll try this again and again, Jennifer. I won't rest until this mudball of a planet is underneath my heel," Vexus continued as she focused on Jenny, "And no matter what you do to me, I'll just survive...a planet sized explosion couldn't end me. The Armagedroid couldn't end me when it turned on me...The only way you can truly stop me XJ-9...is to end me."

"We could just lock her up in the same super prison we're building for Vilgax…" Tsubaki offered.

=I'm sure old Vilgy would love someone as crazy as him to hang out with...ew...I just pictured them falling in love...Hrrkk…oh my virtual realistic tummy...I'm gonna throw up pixels...=

"Do it on me, and you get punted off this tower, kid," Ragna growled.

"Would they even stain…" Makoto pointed out.

"It's the principle!"

"That's your answer? Lock me up~?" Vexus laughed.

"You know...it would make sense. Out of sight...out of mind," Jenny smiled, making one of Vexus's eyes twitch, "Plus maybe you can finally get the help you need, Vexus. You haven't been looking so good even since before this whole thing started."

"...What are you implying?" Vexus asked with a scowl.

"She's saying you're looking more like an old hag," Ragna bluntly stated.

"Also she's been losing it up there…" Jenny added, spinning a finger around while pointed her head.

"Ahh! How..how dare you!" Vexus snapped.

"Sh...she also does sound kind of old," Noel added.

"SILENCE!"

"Ahh!" Noel yelped as she hid further behind Makoto.

"How dare you all talk to me like this?! I will crush each and every single one of you!" she growled.

=Not today= Ben's voice spoke as she saw Upgrade jump and phase into Jenny's back.

"Whoa…" she muttered as a body suit in the same black and green pattern as Upgrade molded around her, "This is freaky…"

=Yeah I know, but build something= Upgrade spoke, his head forming from her shoulder.

"Ah...Don't do that please!" she begged, forming her giant punching fist...only for it to double in size as the knuckle spikes became drills with drills on it, "Wow~"

"...Oh you think you're clever?" Vexus growled as she shot out of the machine.

=Lady, we're adorable= Upgrade quipped =Also, guys, stand back...me and Jen got this=

Ragna was about to protest before Tsubaki held a hand up, "...You're lucky those robots tired me out a bit."

"Ha!" Vexus roared as she rushed at Jenny, only to be struck by the new fist as it let out a shockwave that sent her flying though the very machine which built her drones and tore it apart.

"...Wow," Jenny whispered as she looked at her fist.

=Awesome, right?= Upgrade asked =Whatever you make, I'll give it a boost like you've never felt before=

"So all my weapons are upgraded...Oh, that's right...that's what he does...Ok. This is gonna be fun!" Jenny smirked as her hand morphed into a giant beam cannon.

"Ugh...That…" Vexus began as she crawled out of the remains..only to see what was waiting for her, "...Oh scr..." the beam cannon fired a massive green laser that smashed her through the remains and then the wall behind her...and then the several behind that wall.

"Maybe we shouldn't make this a regular trick of ours…" Jenny realized, seeing how far the blast went out past the building.

=No, yeah, I got that…= Upgraded nodded, forming from her shoulder again.

"Sir, Code Ben," Tsubaki deadpanned into her comm.

=Already had the repair team sent out before us= Max replied in the same tone.

"There's a code named after you involving destruction caused by a fight? I feel for you," Jenny cringed.

=I'd like to just arrest the spooky alien robot lady so I can go home and forget the bad things of these last two days ever happened= Upgrade spoke as he poked his head out and blasted Vexus as she tried to sneak attack them =Also, watch your back, Jenny=

"Noted!" Jenny nodded before ducking under a swipe from Vexus and kicked her back.

"Insufferable brats!" Vexus snarled, her claws extending and producing chainsaw blades.

=Maybe it's time to cut her down to size= Upgrade noted.

"You said it," Jenny smirked.

Her arms twitched before opening up at her elbows to split into three arms, each wielding a sword. Upgrade went to work and reshaped them into six different arms wielding chainsaw scimitar-hybrids with the chains made of green plasma. Her arms became blurs as the two shot by one another. Jenny smirked as Vexus tensed when her claws were shredded to pieces.

"This...is the greatest day in my life…" Makoto whispered in awe.

"Down, girl," Tsubaki deadpanned, keeping a hand on the Beastkin's shoulder.

"Should we be lucky Kajun is not here and aiding Mai in keeping civilians away?" Rook asked.

"Massively…"

At that, Jenny extended her arm as she punched Vexus through the roof. She followed up by combining her ponytails as they turned into a giant drill which was further upgraded by glowing green energy forming around the spiral of the drill, giving it the image of an energy drill.

=References!= Upgrade shouted as they tore through the roof after her.

"Gah!" Vexus gasped as she quickly recovered in the air, some cuts and dents on her body as she glared down, "This is getting ridiculous! How could I be pushed back this far?!"

=Uh duh! Because we're a team!= Upgrade shouted before Jenny tackled into Vexus hard, shooting them further into the air.

'_How is this possible?! I'm losing once more?!'_ Vexus thought.

"What say we end this, Vexus?!" Jenny shouted as she threw Vexus away from her, "I'm sure you're getting tired for someone your age."

"GRR!" Vexus snarled at that, her eyes and hands glowing fiercely.

"Ben, any ideas on how we can end this quickly?" Jenny whispered to Upgrade.

=Wait, wait! I know this answer...oh right! Giant laser cannon!= he laughed as he formed his head and focused a large amount of Upgrade into Jenny's cannon, making it double in size as several smaller beam ports formed along its side, his eye formed inside the barrel as it began charging up, =How's this?=

"Ooh~! I like this," Jenny smirked.

=Light it up!= he cheered.

Jenny aimed as she fired and unleashed a powerful and bright beam of green light, which hit and swallowed up Vexus. The beam was so bright, it overpowered the sun for a few seconds. The beam died down after a moment as Vexus floated there for a moment, her body damaged greatly. She let out a very tired groan of pain before...dropping from the sky and landing on a news van, pancaking it.

=That was Harrangue's van, wasn't it?= Upgrade deadpanned as he returned to just being a head on Jenny's shoulder, his eye rotating as he formed a telescope to get a better view below.

"TENNYSON!"

=Yep. It was his van=

"Should...should we run?"

=Yes, before he uses this as an opportunity to make us the bad guys in the news!= he groaned, his eye angling down in rage =Oh I am _so_ gonna hack his laptop with so many popups later…=

"I don't know what those are, but they sound annoying…" Jenny noted as she flew off back to the tower.

"Ahahaha! This is the best day ever…" Makoto whispered once they landed.

=Not the time…= Upgrade deadpanned, side jumping off Jenny as he flashed back to Ben, "For now...let's hurry and get Vexus locked up before one of my bad guys ends up finding her and attempts to repair her.'

"Don't jinx it!" Ragna shouted, running for the elevator before he skid to a halt, "Wait...how do we get down from here? You fried the greenhorn's car...and swisscheesed this building to freakin' kingdom come!"

"He/she did it…" both heroes pointed at each other.

"I don't give a damn who did it; who's gonna get us down?" Ragna demanded.

"Whew…" a voice whistled as they turned to see a Plumber ship stopping just outside for them to jump in, "Whoa...and I thought the damage to Rushmore was bad. So this is what happens when two super powered teenagers let loose together." Max sighed, "You know you kids aren't gonna get off with just a slap on the wrist for this one…"

"Eh heh heh…"

* * *

"Hey, can I get some support beams over here?!" Kickin' Hawk demanded.

"Yeah, yeah," FourArms grumbled, carrying several beams over his head before nearly falling over when a blur shot by, "Easy there, XLR8!"

"Sorry-but-I-can't! Gotta-deliver-these-nails-to-Swampfire!" the blur replied in an instant.

"**It's times like these that I hate that Gwen told Grandpa about me doing this with Echo-Echo,"** Humungousaur grumbled at his full size while keeping the tower standing as a few of his other Aliens were fixing the base of it.

"LEMME TELL YA SOMETHIN', HUMUNGOUSAUR! WE'D BE WORSE IF KAJUN FAYCOTT DIDN'T READ THE MANUAL AND FIND THE LIFE FORM LOCK!" Rath snapped, wearing a worker's helmet before a hammer clanged on it, "...Rrrrr!"

"Sorry," Wildvine replied from above as a vine reached down to grab it only for Rath to grab the vine and start climbing up.

"LEMME TELL YA SOMETHIN', WILDVINE, THE TWELFTH UNLOCKED TRANSFORMATION FROM WHEN WE WERE TEN! RATH'S TURNING YOU INTO MULCH!"

"Big Chill, he's doing it again!" Swampfire called.

"I am not a team mom," Big Chill deadpanned.

"Yet you're the only one of our forms that has kids," Heatblast chuckled, melting another robot into a mold.

"I guess I shouldn't have told him what you did for my house, huh?" Jenny asked, flying up a beam to where Spidermonkey was hanging upside down on a web with an electric drill in each hand.

"Yup, but eh...what's done is done," Spidermonkey shrugged.

"How did we get wrapped up in this when it was your fault?!" Ragna demanded, helping Makoto with some drywall.

"Because you're getting paid and the girls are my apprentices and I ordered them to stay and help," FourArms replied as he walked by.

"Plus...well, do we need to bring up the piles of robots?" Makoto added.

"And let those things roam around town terrorizing people? Tch! No thanks..." Ragna snorted, "Especially if they were like that hag Vexus…"

"And don't forget that we've been banned from ordering any food or drinks until the work's done," Tsubaki noted, looking at some blueprints before shuddering, "Magister Tennyson had to say that until we were done, the only food we'd get is if Noel makes it and only two of us can stomach it."

"More like several," Diamondhead noted, making another mold for Heatblast to pour another melted robot into while chewing on something, "Huh...The parfait's not that bad in this form."

"Thanks!" Noel beamed, wearing an apron as she stood on the side, "Hmm...what to make next? ...Oh I know! 10 Alarm Curry Chili!"

"...We should worry...right?" Ragna asked the others.

"It depends," Big Chill replied, carrying down a Rath frozen in a block of ice, "Aside from Mai, which form do you think would be able to stomach it?"

"...Nevermind. Forget I asked…" Ragna groaned.

"Ooh chili!" Heatblast spoke sniffing it, before looking at the stares from...well himself, "What? ...It smells nice to my flaming nose. Wait, how does an alien of fire smell?"

"Let's just focus on getting the task done," Tsubaki sighed, "Last thing we need right now is being sued by a member of the Billions' family."

"Why does that name sounds so familiar…?" Wildvine whispered.

"Hmm...yeah...now that I think about it…" Diamondhead muttered, "I get the weirdest feeling of deja vu...whenever I hear that name now."

"Mmm-mmmm-mmmm?" Heatblast asked with a mouth full of literal flaming chili.

"Maybe you once knew someone with that last name in school?" Mai suggested.

"Eh, maybe," Swampfire shrugged before XLR8 zipped by, "XLR8, these are screws, not nails!"

"Oopsie-daisy! Sorry-Swampfire!" XLR8 apologized as he went by once more, "These-are-supposed-to-go-to-Spidermonkey!" he tripped on a toolbox, sending him screaming into Diamondhead, who barely moved.

"Easy there," Diamondhead scolded as XLR8 groaned and slid down his back to fall flat on his face.

"Grr…."

"...Some of those nails hit Ragna, didn't they?"

"Kid…" XLR8 looked up to see a glaring Ragna, screws in his jacket, "I'm giving you a five second headstart...all of you."

"**Um...I'm holding up the building, so can I can be excused from the beatdown so we don't get in bigger trouble?"** Humungousaur asked.

"Yes. The rest of you…" Ragna began as he slipped out of his jacket, cracking his knuckles as he grabbed his sword, "Run..._now_."

"OH GEEZ!" XLR8 freaked as he zoomed off.

"Is he always that angry and…'colorful' in his language?" Jenny asked the girls as Ragna began to chase some of the Aliens around, blushing a bit from his choice of words.

"Eh sometimes he worse…" Makoto muttered.

"AH! He freed Rath!"

"RATH'S GONNA BEAT HIMSELF WITH HIMSELF!"

"...But he's got his good points...at times..." the squirrel girl added, saying the last part in a deadpanned tone.

"Ragna or Ben?" Rook asked with a smirk.

"Yes," Makoto deadpanned.

"...That…"

"It was a trick question, and I am not falling for it."

"There there, Rook...one day you'll get her," Noel assured.

"Not likely…" Makoto shrugged her shoulders.

"I was on your side, you dumbass Tiger!" Ragna snapped as Rath somehow stole his sword.

"Come back here, Ragna the Bloodedge!" Rath roared, swinging it around randomly and wildly.

"This time is going to take time to get used to," Jenny sighed, earning a laugh from Makoto, "What? What did I say?"

"You punned," Tsubaki deadpanned as Kajun whacked Makoto with a paper folding fan.

"Ow!"

"No...two of you is bad enough. We don't need you pulling Jennifer into it," Kajun simply scolded.

"HEY, KAKA LADIES! HE'S UP HERE!" Ragna shouted into an open manhole.

"Uh-oh," Rath gulped before running away, dropping the sword.

"Hey-get-back-here!" XLR8 shouted.

"LEMME TELL YA SOMETHIN', XLR8 OF THE ORIGINAL TEN! RATH IS A LOT OF THINGS, BUT HE'S NOT DUMB WHEN IT COMES TO NOT WANTING TO BE MARRIED TO A LOT OF CAT LADIES! RATH IS OUTTA HERE!"

"**This is gonna be a **_**long**_** night,"** Humungousaur sighed as the sun finished setting.

* * *

_GT: Well...We show you the downside to causing too much damage and not being able to repair it all at once or have a secret identity._

_SZ: Indeed...but that's what happens when you're battling evil_

_GT: Well...battling evil without a secret identity or the power to repair everything that was damaged from the moment the villain first appeared at least._

_Z0: The unfortunate truth is that the simple fact of awesomeness means uncontrolled destruction. _

_SZ: *nods* Anyways, where are done for now, and I think we will take a small break from this story for a bit to get back to our toku stuff._

_GT: Eeyup. So until we come back to this, please read and review!_

_Z0: We done...good, cause I have to give my destruction god doggo a bath. Come here boy! *giant demon hound runs around destroying the place to escape his cleaning even stomping on my co-writers in the process*_


	16. Arrested Development

_SZ: Hoo yeah! Back to this story, so let us get to it! Oh and this time..well we're not going in the traditional order for episodes._

_GT: I believe it's due to an idea I suggested that we're going out of order for this._

_SZ: More or less. Ahem, we own nothing aside from original content, so...uh...where's Z0?_

_Z0: *crashes old WWII plane through the roof while wearing a Samurai Kabuto and holding a katana* Damn it I said pull up you incompetent pilot! *pilot is a gold sarcophagus* _

_SZ: *groans from underneath the plane*_

_GT: ...Why was a sarcophagus piloting the...Is that a Cofagrigus, Z0?_

_Z0: I don't tell you guys everything I do…*the pokemon hides down in its seat* Don't you ditch me!_

* * *

People screamed as they fled from lasers destroying the streets of Bellewood. Or rather...they were fleeing from the giant red and black robots rolling down the streets, one of their three silver arms reaching out and throwing any nearby cars. One of the robots fired a laser at one of the fleeing people only for Rook to quickly jump and knock them out of the way, resulting in the laser destroying another part of the street. It began to approach Rook when a mechanical T-Rex slammed into it, giving a roar as it stomped down on its head and crushing it. It roared before transforming into Grimlock, who quickly deployed an energy shield.

"Ugh! Me, Grimlock, hate these!" Grimlock growled, "Nemesis better not have been the one who let stupid robots out!" he growled as he punched one, sending it gliding down the street into another. He rammed his fist into another before yanking out a bunch of wires. He grunted, feeling a laser strike his back, "Grimlock...transform!" he roared, turning into his T-Rex mode and lunging at the robot. He bit its head unit clean off before spewing flames into the new opening in its body armor, overheating and even melting the insides of it, "Stupid robots!" he snorted as he transformed and prepared to move on.

"You forgot to say 'It's Hero Time,'" a voice noted, mockingly quoting Ben and making Grimlock look down to see a young boy in a purple and black formal suit with dark skin and black hair done up in two 'horns.'

"Sorry. Me, Grimlock, no have time for autographs," Grimlock snorted before deploying his shield to block several laser shots and pulling out his sword that quickly ignited before he charged and impaled another robot.

"How is your progress?" Rook asked into his communicator while running away from laser shots.

=We're finishing up cordoning off the area= Makoto replied =Yeesh. Not even a week and the area the tower we all worked to fix after Vexus wrecked it is once again attacked by 'bots, but from another dimension of all things. ...Is it wrong that I love this job?=

=Makoto!= Noel complained, one could almost hear the pouting face she was making.

"Me, Grimlock...Love this part of job!" Grimlock roared as he bit the arm off one of the robots.

"Ben Tennyson!" a voice snapped, making Grimlock stop and look to see the boy from before, "I demand that you…!"

"Me, Grimlock, don't have time for fanboys right now! We are in middle of fight here!" Grimlock snapped as he rolled out of the way of a mechanical arm trying to grab him, only to time out and roll into Rook, "Aw come on! Now of all times?!"

"We may need some back up…" Rook groaned into his communicator as he and Ben got up, just in time to see three of the robots surrounding them, "...Immediately."

The robots began to charge their lasers. The boy smirked before holding up a bronze pocketwatch with a stylized 'B' on it.

"Halt!" the boy commanded into the watch...causing the robots to stop charging their lasers.

"Ben, I do not believe that this is a fanboy," Rook noted as they looked at the boy.

"Ha! Furthest thing from it in fact," The boy smirked as he approached the two, "I just wanted you to acknowledge _me _as your arch-nemesis, your intellectual superior, and...your destroyer."

"I…." he paused, "...don't know who you are…"

"...Fine. Since that's out of the way then, Ben _Lame_son…" the boy began before holding up his pocketwatch again, "Attack."

"Oh no," Rook gulped as the robots prepared to fire once more.

Ben looked at his Omnitrix as it flashed green, "Alright." he quickly activated it and pushed down on the core just as the robots fired their lasers, the impacts making an explosion that dimmed the green flash. The black smoke was dispersed by a yellow ball slamming into one of the robots, knocking it over before hitting another and landing away from them, uncurling to reveal it to be Cannonbolt with Rook, "Okay, so slapping the Omnitrix _is_ a bad idea. Great, now Azmuth's got the right to say 'I told ya so' when I see him again."

"Were you going for another alien?" Rook asked.

"Yep, but I picked Cannonbolt since I thought he was making it up about the smacking instead of just pressing down and it was just malfunctioning," Cannonbolt snorted before blocking some lasers with the yellow plating on the back of his arms, "Less talking, more robot smashing."

"Ahh...so you went with Cannon_snail_," the kid noted.

"...Okay kid. You are starting to get on my nerves," Cannonbolt mattered in annoyance as he glared at the kid, "And I don't know how, but you better make these robots back off."

"Hmm...no," the kid replied as his gold backpack converted into a jetpack and flew off.

"Oh come on...what's your beef with me, anyway? I forget to autograph something for ya?" Cannonbolt groaned as he rolled up and crashed into the sphere that the robots used for traversal and knocked it over.

"Ben, I think that child is more of an adversary than a…" Rook began.

"Duck!"

"Where?" Rook asked before narrowly avoiding a saw blade, "Oh...more Earth talk."

"Listen Rook, now is not the time for you to question every snappy comeback I make! Just shoot, karate kick, and flip 'till you run out of robots!" Cannonbolt spoke, swinging his hand and backhanding a laser, sending it back at the robot who shot it, the blast hitting its cannon and causing it to explode.

"...Understood," Rook nodded before ducking underneath another sawblade from one of the robots. He then began to run up the arm just before it could lift back up, using its attempted shake to propel himself upwards as he fired a few shots at the head unit, hitting its optic as it began to spark.

On a nearby rooftop, the kid from before looked down at the fight with a smug grin before a young woman with her blonde hair tied into a long ponytail moved next to him. She wore white running shoes, a maroon skirt, and a black tee that hugged her figure with a gold stylized 'B' on the chest.

"This is not safe. You must leave," the young woman said in a mono-tone voice, her red eyes looking at him.

"No! I wanna see Tennyson suffer!" the kid snapped, pulling out a blaster as he flew out into the battle, aiming his blaster at Cannonbolt, who was busy bouncing off some of the attacking robots, "Hold still, ya stupid pinball…"

The remaining robots had their extendable limbs twitch before opening to deploy saw blades on the ends. One swung at Cannonbolt, only to miss. The building behind where Cannonbolt had been, however, did not miss the blade...and neither did the falling upper half miss the robot that cut it down. Moments later, it collapsed from multiples slashes, letting the robot emerge.

"Oh come on!" Cannonbolt complained, "I just know that's gonna be blamed on me." he groaned, rolling up again.

"Ben! Lead your robot this way!" Rook shouted as the robot he was dealing with chased after him, trying to hit him with its saw blades, "I have an idea!"

"...Can do, partner!" Cannonbolt shouted as he rolled over, causing the robot he was facing to come after him.

"That's it...just a little more…" the kid began, still aiming right at Cannonbolt just as he regrouped with Rook.

The two robots stood over Cannonbolt and Rook, reeling their sawblades back as they slashed at them..only to end up slicing each other's saw blade arms off as they flew up into the air, one hitting the head unit of one of the robots as it ended up firing a laser at the other, hitting its head unit as both exploded.

"...That…" the kid began before he noticed a piece of metal from one of the robots fly towards him, "...uh oh."

"Wait for it…" Cannonbolt spoke as he let it hit him, "And done."

"Ahh!" The kid freaked as he fell and hit the ground. He groaned a bit as he slowly opened his eyes, seeing Rook and Cannonbolt glare down at him before the latter changed back to Ben.

"Start talking. Who are you?" Ben demanded.

The boy glanced around before spotting his gun beneath a bit of rubble. He smirked as he stood up and turned around, his back facing the duo. He started to wipe the dirt off his suit.

"Of course, you don't even remember me," the boy noted, "Hello! I'm Billy Billions!" he looked over his shoulder at Ben, "We were in middle school together?"

"Not ringing a bell."

"...I sat behind you, and was richer, smarter, and better than you…" Billy frowned, "But no one paid attention to me...it had to be you."

"Yeah...still not remembering," Ben admitted.

Billy adopted a deadpan look as he held up his pocket watch and opened it, showing half of a platinum card torn in two, "We met when we were both eleven in the summer and you got the platinum Sumo Slammer card torn in two."

"Wait. That was you!?" Ben gawked, "Dude, I paid for that card and got there first fair and square and you go and steal the Rustbucket with your spider limo and gold drones!"

"Yes, but I'm here for more than that this time," Billy stated as he closed his pocket watch, "This time...I'm here to see you suffer."

"Are you really holding that much of a grudge over a card?"

"No! It's what you did during March six years ago!" Billy growled, "You weren't smarter than me! You were just lucky thanks to finding that watch! So I decided to show you up once and for all! Honestly, it was just having to find you when you were 'going hero' one night in an isolated place. Due to a deal with Captain Nemesis and his primary company and my family's company on a joint project, I was able to figure out how to access Dimension Twelve, a perfect place to send a lucky brat like you. Unfortunately for me, just as I fired it, you chose to go and become that crystal form and let it bounce off your back while you were dealing with a petty purse snatcher."

"...Wait. So the beam that was meant for me...hit you instead?" Ben asked.

"And you ended up getting sent to Dimension 12?" Rook added, earning silence from Billy.

"..." Billy sweated a bit while looking away...until Ben started laughing and Rook chuckled, "It's not funny."

"Oh come on, man, you gotta admit that it's a little bit funny," Ben joked, earning clenched teeth and a twitchy eye.

"I don't gotta admit anything! It's not funny! Do you have any idea what it's like in that place?! I had to deal with those killer robots every day for the past few years, stuck in this...this…" Billy pauses as he motioned to himself, "This body because of the way time is messed up in there! ...Luckily for me...well while my body didn't grow, my mind did…"

"Your pocket watch?" Rook guessed.

"Yes. You see, I come from a long line of geniuses, if it weren't for that Issac Sumdac in Detroit and his company, my parents would have been the inventors of modern robotics," Billy informed, "Took a while, but I was able to create a device that allowed me to override their hive mind. After that? Opening the portal back to this dimension was just a matter of time. And now that I'm back, I can get revenge on you for trapping me there, Tennyson."

"...Yeah. Not the first revenge threat I've heard," Ben deadpanned, making Billy nearly tripling, "But hey. That's what happens when you're world famous."

"_World…famous_?" Billy repeated through clenched teeth.

"Yes. Due to a video posted by a then-anonymous person, Ben has since become known all over Earth," Rook noted, "Before that, he was quite famous all over the Milky Way galaxy and has even performed great acts in saving countless lives."

"Yup! I'm pretty much famous everywhere," Ben added with a grin.

"...Not for long…" Billy whispered, grabbing his gun from underneath the rubble and fired a yellow beam at Ben and Rook.

"GAH!" they cried as the shock surged through their body.

They felt odd...the pain from the shock itself didn't hurt badly but something else inside them...felt painful...like nothing they ever felt before. But after a while, they just passed out. It took a bit, but their minds more or less rebooted and woke them up. They saw sky...okay normal; and then...Ben talked.

"Whoa...what happened?" a high pitched voice asked. It wasn't his normal cocky teenage voice, it was...a kid's. He held up his Omnitrix arm as the watch dangled on his wrist, but do to the genetic bond the face portion was stuck to his skin keeping it from just falling off, "?!...Rook...you okay?"

"I am...entirely not sure…" another young kid's voice spoke, making Ben turn to see a young Revonahgander in a kid-sized version of Rook's armor...who soon took notice as their tail swayed a bit behind them, "...How embarrassing…"

"Dude...you have a weird voice...and a tail!"

"Yes. I've...noticed," Rook sighed as his tail poked him a bit, "Grr...stop that. Stop that right now."

"...You do realize some of the girls-Noel and Makoto mainly-are gonna hug you when they see you, right?"

"Yes. I realize that t-stop...that!" Rook grunted as he tried to keep his tail from moving around.

"Like it?" the two turned to see Billy looking at his gun, the young woman from before landing right next to him, "Just a little something I cooked up while I was stranded in Dimension Twelve. Now you'll know what it feels like being stuck as a kid for the rest of your life, Tennyson..." a smirk then began to grow on his face, "Just some dumb kid that nobody knows or cares about…"

"I mean...I still have my powers…" Ben argued, "If anything you just made me more lovable." he smirked, "But...hahaha...turn us back!" he growled, "I am not going through that awkward cracking voice phase again!"

"If you live long enough that is," Billy countered as he pressed something in his pocket watch, causing a few more robots to roll into the area.

"Ah!" Ben panicked slapping the Omnitrix in panic, only to get a power down noise, "What?"

**=Error. Biometric data does not match Ben Tennyson=**

"What?!" Ben gawked.

**=Error. Vocal pattern does not match Ben Tennyson=**

"That's 'cause I'm Eleven!" Ben complained, "Come on! It should still be me at the DNA level!"

**=Please provide alternate identification=**

"Oh for…!" Ben groaned before Rook tapped his shoulder, "What, Rook?!" Rook pointed up, making him look to see the robots surround them, "...Oh."

"Hey Lameson, who's more famous? A superhero…" Billy began as his robots' optis began to glow, "Or the guy who destroys him?"

"Pretty sure the hero still!" Ben argued, "Everyone just hates the other guy...cause I'm pretty sure it wasn't my fault no one liked you!"

"Oh really?" Billy grinned before putting on an 'innocent face' ,"It was so terrible, mr. reporter. That nasty Ben Tennyson sent me into another dimension for years because he never liked the fact I had better grades than him.'"

"I'd buy that myself if you didn't have a creepy dude voice!" Ben laughed making a tick mark form on his head, "Now cut it out Barry or I will hurt you...and it'll be cool cause I'm a kid now too!"

"It's..._Billy_…!" Billy growled, about to press something in his pocket watch before one of the robots' head units exploded just as something blurred by, "What?!"

"Oh yeah...I also have backup," Ben added with a smirk just as Jenny landed before him and Rook.

"Sorry I'm late. Just finished the paperwork for my house then Makoto a-" Jenny began before she noticed Ben and Rooks current condition, "...Ben? Rook?"

"Age ray…" Ben sighed, "I'm eleven again! And Rook has gone back to before puberty hit him."

"Stop it!" Rook cried as his tail slapped the back of his head, "Ugh...I...Jenny, do not think about it."

"Think about wh-WOAH!" Jenny yelped as she narrowly avoided a saw blade from one of the robots, "Hey watch it!"

"Wha-what is that!?" Billy gawked.

"Is that a kid with a voice that doesn't match his body?" Jenny asked.

"Kid genius, hasn't grown up, hates me...for...uh...why did he hate me again?" Ben asked.

"Oh I get it…" Jenny nodded, "Just that unimpressive."

"Unimpre…?!" Billy began with a growl, "Mazuma, destroy that piece of junk!"

"Piece of j-HEY! I am not a piece of…!" Jenny began before Mazuma was instantly before her and grabbed her arm, "?!"

"Jenny?" Ben asked as she was tossed into a building, "Really? He made a robot girlfriend, too?" he groaned.

"Oh please. Like I'm that desperate," Billy scoffed, "She's my bodyguard, and she does what I say...for example: Mazuma? Take care of Tennyson's little sidekick with the tail while my toys take care of him."

"Acknowledged," Mazuma replied, a bit of green appearing in her red eyes as she charged at Rook.

Jenny rocketed out and tackled her away and into a car. Jenny smirked as Mazuma got up and her hands morphed into claws. Jenny gave a look that just gloated 'Cute.' Her arms opened and transformed into two giant chainsaws.

"So...still wanna play this game?" Jenny asked as the chainsaws roared to life.

"...Adapting," Mazuma stated as her claws converted into a similar pair of giant chainsaws...only the ends sported saw blades as they whirred to life.

"...Oh…." Jenny paled a bit before yelping as she began to parry Mazuma's chainsaws, "Yipe!"

"Not good. It seems she c-" Rook began before quickly jumping back from a laser shot form one of the giant robots.

"Scatter!" Ben shouted as he and Rook ran...with the robots chasing right after Ben, "Oh, come on!"

"I told you Tennyson; Anything you can do, I can do better!" Billy laughed as the robots continued to chase after Ben.

"Come on...come on...let's see...emergency identification confirmation!" Ben called out into the Omnitrix.

**=Please provide alternate identification=**

"My name is Benjamin Kirby Tennyson, I live in Bellwood, my grandfather's name is Max Tennyson, I like soccer and chili-fries and…!" Ben listed before a laser shot sent him flying, "I'm scared of peacocks!"

**=Identity confirmed. Thank you=**

A green flash went off as Ball Weevil landed. He turned around as the robots closed in on him, he spat out a sticky ball before balancing and rolling on it, letting it accumulate mass and rapidly via all the debris from the robots attacks to the city.

"Heh. I get to literally squish Tennyson like the bug he is? Oh this is…" Billy began before a tether grabbed onto his pocket watch, "?!"

"I got it!" Rook shouted, barely holding onto his ProtoTool as he prepared to reel it back, only for Mazuma to jump over as her hands changed back to normal and soon grabbed the line, "...Oh dear."

Mazuma narrowed her eyes, breaking part of the line holding onto Billy's pocket watch before she pulled back, causing Rook to yelp as he was pulled along with the tether and was swung around before being slammed into the ground.

"Hey!" Jenny shouted as she punched Mazuma sending her skidding away from Rook, "Back off the kid!"

"How mortifying…" Rook groaned.

"No one harms M-" Mazuma began before Jenny tackled into her from the side.

"Mazuma?" Billy blinked before turning to Rook.

"You...I think I can handle." Rook smirked, cracking his knuckles, "Ah…" he groaned, shaking his hands in regret, "Little hands…"

"Hahahaha!" Billy laughed, only to get slapped by Rook's tail knocking him over, "My face!" he cried in surprise.

"...I forgot how useful you were," Rook said, looking at his bi'nthak before looking down at Billy, "Now hand over the pocket watch."

"...No," Billy replied, his jetpack activating as he flew up off the ground, "Mazuma, take care of those two! I don't want them interfering while Tennyson gets squished!"

"Acknowledged."

"What did Ben even do t…" Jenny began before jumping back from a strike from Mazuma, only for her to grab her leg just as she jumped and threw her right into Rook, "Ahh!"

* * *

"Outta the way!" Ball Weevil screamed as he continued to run from the giant robots chasing him, the ball he was riding on almost as big as the robots. Just as he rolled onto a bridge, he spotted another pair of robots blocking his way, "These guys are persistent…"

With a grunt, he kicked the ball at the two ahead of him. The slime ball exploded, sending the two robots ahead of him careening off the sides of the bridge and engulfing him in the smoke of the explosion. The two robots behind him paused, trying to find him in the smoke before another green slime ball came out and struck them, exploding and sending them off the sides.

"Yeah...Here's hoping the blame can be put on that guy," Ball Weevil muttered as he rolled out on another ball of slime.

* * *

Rook grunted as he was kicked back by Mazuma, landing on top of some wreckage from one of the robots. Jenny's arm shifted into a blaster and she began to open fire at Mazuma, who jumped around, dodging the shots. Grabbing a part of a tentacle, she swung it at Jenny, letting it wrap up the robot from the 1920s and crash down beside Rook.

"I advise you both surrender," Mazuma advised as she walked up to the two, "I've already been through each of your extremities."

"..." Rook frowned before looking back at his tail, "...Almost all."

"?" Mazuma raises a brow before Rook's tail slammed onto the metal they were on, prompting her to grab the part that rose up.

Rook let out a cry as he ran up the part. He swung his tail as hard as he could, actually hovering for a moment before slamming it into Mazuma's face, shattering the 'skin' around her right eye, exposing the machinery beneath. Jenny's eyes widened a bit at it.

"Wow...The detailing kinda reminds me of the one time mom tuned XJ-3 and was having me watch to learn how to do it," Jenny whispered.

"XJ-3? You mean you consider her at a prototype level, correct?" Rook asked before his tail and Jenny's pigtails were grabbed.

"Uh-oh," both squeaked before they were slammed hard with a kick, sending them flying into the air, "Ahhahahahaaaa!"

"I gotcha, guys!" Ball Weevil shouted, rolling after them before they landed on top of the ball he was riding on, "You okay?"

"Yeah…" Jenny grunted as she finally got the tentacle wrapped around her off.

"I am fine. However, our adversaries have left the scene," Rook noted, seeing no sign of the two, "...Perhaps we should…"

"Don't worry, guys! Makoto's here to h-did we miss the fight?!"

"It seems we did," Tsubaki noted just as she, Noel, and Makoto came into the area.

"Oh dear…" Noel noted, looking around, "Where are they?"

"Over here!" Jenny waved, "And, uh...we have a situation."

"A situ…" Makoto began before Jenny held up Rook and Ben, "..."

"...Noel, Makoto, I see your eyes. Don't you d…" Rook began before Jenny blinked and she realized she was missing one Rook.

"KAWAII!" Noel and Makoto squealed, Rook sandwiched between them as they were hugging him.

"...Ben...what happened?" Tsubaki asked.

"Billy Billions-a kid I knew back in middle school-hit me and Rook with an age ray and has a vendetta against me," Ben explained.

"...Why is it that you saying that makes so much sense?" Tsubaki sighed, "We'd better get to headquarters and see if we have a way to reverse this."

"I hope...I am so not going through that awkward squeaky voice phase again."

"Oh, I had that happen, too," Jenny noted, "Though that was from a mechanical parasite made by Vexus, but I still feel you on the voice bit."

"Right…"

* * *

"Why am I not surprised you kept a pair of my clothes from when I was eleven, Grandpa?" Ben asked, wearing a white shirt with a black line going down the middle with a black trim around the ends of his sleeves and his neck and a pair of baggy green pants.

"It was for sentimental reasons, but I was not aware this would happen," Max replies as the two were walking down a hallway, "Do not worry. Blukic, Driba, and Kajun are looking for a way to change you and Rook back."

"...You didn't leave Rook with them, did you?" Ben asked.

"Yes, but I had Tsubaki and Mai there to make sure they focus solely on how to change you both back and not let Kajun deviate from it," Max assured.

"Okay good, because the last thing Rook needs is getting mentally scarred by Kajun's Science Mode…" Ben said before shuddering, "Seriously, how does she do that with those eyes of hers?"

"It's a secret that only scientists know how to do. I should know since Mom was one," Jenny noted as she and Makoto walked up before Makoto took a picture of Ben.

"Hey!"

"What? When we went to get some extra clothes in case this lasts longer than a day from your house, your mom asked me to get pictures of you," Makoto defended, holding up a duffle bag, "Can't say I blame her...You actually look cute as a kid."

"I ain't cute. I'm cool," Ben argued with a huff.

"Yeah...you're cute," Jenny agreed with the Beastkin.

"D'oh…" Ben groaned just as Tsubaki walked up to them, "...Please tell me you have good news."

"Sadly no," Tsubaki sighed, "Kajun, Blukic, and Driba tried to reverse the de-aging effect from this Billy's de-aging ray, but no effect." her nose scrunched, "And burnt Revonnaghander fur is not a pleasant smell."

"So what? The only way we'll get back to our normal age is if we grab Billy's de-aging gun?" Ben asked.

"Most likely...still, what did you do to make him have such a vendetta against you?"

"Well, we met when we were eleven and I bought an extremely rare one of a kind Sumo Slammers card before he could, so he stole the Rustbucket and nearly wrecked a whole town," Ben recalled, "That...and I ended up getting more attention than him in school and he hit himself with a ray meant for me and got sent to Dimension Twelve because said ray deflected off Diamondhead."

"Ah, now I remember. He was actually in the news about a missing child report a few years back," Max recalled, "So he was in Dimension Twelve this entire time?"

"Yup," Ben answered, "And he brought an army of robots with him."

"I don't get it. What's his big scheme here? What does he gain?" Makoto asked, "It seems like he's just playing a super villain off a TV show 'cause he has no frame of reference for how a bad guy acts."

"...Oh my god. He is, isn't he!?" Tsubaki snapped in realization.

"Told ya...unimpressive. And I knew a tiny robot barely two inches tall named Killgore that could only pop out of places and go 'Beware,'" Jenny sighed.

"Yeah..he's probably scheming something right now back at whatever he's using for a hideout," Ben added.

* * *

"Once I get the device fully functioning again, I'll open up another portal to Dimension Twelve and drop Tennyson in there forever, making me the winner…" Billy paused in his monologue, standing in the Billions Towers' assembly room as the giant robots were working on something, "And him the loser. From there, I'll have my revenge on everyone in this town. First will be the lunch la-_no_! ...Cash and JT. Yes..." he laughed at the thoughts in his head, "We'll see who's the loser now!" he shouted to the ceiling.

* * *

"Ten bucks his next targets are the school bullies from when I WAS this age," Ben deadpanned.

"And you want to let him?" Makoto smirked.

"What? No! Those guys are my friends now!" Ben argued, making her blink.

"Hubba wha?" she replied.

"Yeah, they're harmless. They're just two goofs trying to get famous as those paranormal mystery investigators…" Ben added, "It...it got annoying when they tried to tag along on a regular day with me...but they are still good dudes now," he explained.

"Ah it's true. Ben and his bullies hashed this out ages ago when Cash found a piece of Techadon robot armor and fought Ben. Ben beat him not with his fist, but with his wisdom," Max added before sighing, "Ah...now if he could only be that smart all the time."

"Y-hey!" Ben complained.

"...Guess even bullies change…" Makoto whispered to herself.

"I mean, they are still kinda a pain in the butt...but you know at least it's cause they are just way too enthusiastic to help," Ben shrugged.

"...I gu-" Makoto began before their communicators went off, "..."

"...Ugh…" Tsubaki sighed as she pulled her communicator out, "What's wrong?"

=It seems there's something going on at Billions Towers...some sort of ruckus=

"Good. Let's wait and see what happens now," Ben crossed his arms.

"Ben…" Max began.

"I know, I know…" he sighed, "Just wanted to let him suffer a little…"

"I'll go get Rook. Makoto, you, Ben, and Jenny head on over to Billions Towers," Tsubaki ordered, "If you are met with any resistance or if attacked, hold them off until we arrive."

"Alright...let's go save the jerk from his own mess…" Ben groaned, "Then steal his age gun, turn back to normal, and never speak of this...Again! Ever! For all time!"

"Wait...Rook and Ben can't drive...does this mean I get to?" Makoto asked as her eyes began to sparkle.

"Yes, kiddo...you can drive," Max smiled, holding the keys for the ProtoTRUK.

"YES!" Makoto beamed, swiping the keys, "Yay~ Finally all the driving class nonsense to get my license both for normal Earth cars and Space cars has paid off!"

"Wait. When did that happen?" Ben asked.

"I'll tell ya later," Makoto replied before dashing off, "WHOO~HOO~!-!"

"I'll fly…" Jenny chuckled.

"No, you traitor!" Ben cried out as she left.

"Oh this is gonna be stressful…" Tsubaki sighed, rubbing the bridge of her nose as she walked off.

* * *

"AHHH!" Ben freaked as he held onto his seat, Makoto cackling as she drove the ProtoTRUK at high speed, "Makoto, slow down!"

"NEVAH!"

"AH OLD LADY!" Ben panicked as they swerved around the elderly pedestrian, "...HOW?!"

"Really? You have to ask?!" Makoto laughed as they zoomed down the driveway.

"How did you even pass!?" Ben demanded.

"Hmm?"

* * *

-flashback-

"_AHH!" the instructor panicked as they came to a halt at the end of the test, "Ah...ah…."_

"_So...did I pass?" Makoto asked as she was given a paper, "Woohoo~! Wait...why did you deduct a point...I avoided the Mime…"_

"_That's why…" he replied simply. _

_-end-_

* * *

"I got a really good instructor," she smirked.

"...That doesn't…!" Ben began before they skidded to a halt, causing him to fly out of his seat and hit the front window, "OOF! Ugh..."

"We're here~"

"...So this is the realization of taking things for granted," Ben groaned, "...I hate it."

"Oh, you big baby…" Makoto rolled her eyes as she hopped out of the ProtoTRUK just as Jenny landed, "Hey, Jen."

"...Is...is Ben, okay?" Jenny asked as Ben slumped out of the vehicle.

"Ahh he's fine."

"No! No, he is not!" Ben argued, "Ben is in the body of a little kid...and slapstick hurts more when you are a little kid!" he snapped.

"Oh please. My little brother's taken worse," Makoto huffed, "And he has bad luck most of the time."

"Stop…" Ben held his hand up, "Let's just get this over with." he sighed as they heard an explosion, "Take a few steps to the left." he said as his friends followed his lead and let some debris land where they use to be...followed by Billy, currently being held by Mazuma.

"Phew...I knew you wouldn't leave me…" Billy sighed in relief, looking up at his bodyguard before noticing Ben and the girls, "...Ben Tennyson..." he whispered, jumping out of Mazuma's arms, "...I don't want to be rude, but…"

"But…" Ben said, waiting for whatever he was about to say.

"...I have a dentist appointment, so…" Billy began as he was about to walk away, only for Ben to grab him by the scruff of his shirt, "Gh?!"

"Okay, rich boy. What did you do?" Ben asked with a frown before Mazuma picked him up by his hair, "Owowowowowowow!"

"Rude!" Makoto complained, grabbing Mazuma's arm as the two glared at one another.

"...Master Billy, should I exterminate these two?" Mazuma asked, not caring that Jenny was aiming at her from behind.

"Your call, Billy, but I think my friends...got yours outmatched," Ben grunted.

"Okay! Okay! You let me go; she lets you go!" Billy coughed out before Ben dropped him, letting him land on the ground just as Mazuma dropped Ben.

"Alright...What did you do and how badly did you screw up?" Ben groaned, rubbing his head.

"I didn't screw anything up!" Billy snapped, "I had it under control!"

"Uh huh…" Ben noted, giving him a look.

"I did…." Billy frowned...with Ben keeping the look up, "...Okay. I _might_ have lost control of the Dimension Twelve robots…"

"Translation: he totally did and now they're gonna destroy everything," Makoto deadpanned.

"Hey…"

"Oh let me guess: you were gonna say that this would have all worked out...had I...me...Ben Tennyson...not been involved...when, oh wait, I wasn't. I was dealing with the face I'm deaged to before puberty even hit...Speaking of which, I never even hit my last growth spurt…" he grumbled the last part, "Meaning this is all your fault and proves you're not as smart as you claim to be...for the fact I've met and fought people way smarter…"

"I'm just gonna let him be this time 'cause him gloating just burns the midget," Makoto muttered to Jenny.

"Are you...nevermind. He seems that type," Jenny noted just as Tsubaki and Rook finally arrived in a spare Plumber vehicle.

"Sorry we're late. We…" Tsubaki began before noticing Bill trying to look away, "...I take it the source of the disturbance here is his fault?"

"You even have to ask? He lost control of the situation and I'm betting it's 'cause he got greedy and pushed the control device too hard and it broke," Ben stated, "Am I right?"

"...No…maybe…" Billy muttered.

"He did…" Rook sighed.

"Yup...and now we have to fix his mistake," Ben added.

"What else is new? You always save the day," Makoto smirked, making Billy more upset, "It's why you're loved the world over...and now more so 'cause you're small and adorable."

"Mmm…" Ben fumed.

"Shut it you..you…" Billy began before whispering to Ben, "Who is she? Some costume wearing fangirl of yours?!"

"Not a fangirl and not a costume. She's a girl from the future who's trapped in the past and works with me to save the world. And she's part of a magical race of half human half animals and has scary super strength enough to crush a planetoid meteor when she can go all out," Ben explained, making his eye twitch, "Also Jenny is a hyper advanced robots from the 1920's with the strength of a million and seventy men from the 1920s...meaning someone did what you did...but better and WAY sooner," he added, "Tsubaki is also from the future and is essentially a super soldier. And before you shrank him into a plushy, Rook was an awesome blackbelt in space karate and a space cop."

"Aw...he finally complimented you, Rook," Makoto smiled.

"The feeling of completion is overwhelming…" Rook rolled his eyes.

"Grr…"

"Let's just focus on dealing with the robots and send them back to Dimension Twelve," Tsubaki spoke as she walked forward towards the building, "After that, Billy, you'll be brought in for destruction of city property."

"What?!"

"Your screw up. Not mine. Yours," Ben stated.

"Grr…"

* * *

"Come on! Give it!" Billy shouted, the group in the building's elevator as he tried to snatch Rook's ProtoTool, "I can probably figure out how it works!"

"The ProtoTool is a very complicated mechanism," Rook stated, keeping his hand on Billy's head to keep him away.

"Come on~!"

"God he's annoying…" Makoto muttered.

"Huh...I never noticed, but Billions Towers is right next to Captain Nemesis' building," Ben noted as he looked out the elevator window.

"Yeah, except _my _building is taller than his building," Billy gloated in a cocky manner, earning an eye twitch from Ben.

"Why does that matter?!" Ben snapped as he turned to glare at him, "You keep trying to prove you're better than everyone else, and look what happens. You make a huge mess you don't even know how to fix!"

"I'll think of something. I am a super genius afterall," Billy countered.

"Based on what?" Ben argued, "Because you brought Dimension Twelve robots here to kill me? Yeah, you're only the _third_ person to try that. Captain Nemesis tried that first...and they kept popping out 'till I closed the portals."

"What…?" Billy blinked, hearing that last part.

"Even that lame pocket watch is a wannabe Omnitrix. Honestly, have you ever had an original idea?" Ben asked, crossing his arms.

"Ooh~! He called you out!" Makoto cheered as she and Ben High fived.

"...I came up with I.Q Lad," Billy replied.

"What's that? Your supervillain name?"

"As a matter of fact, it is."

"Boo...It sounds like a boring sidekick that everyone forgets about," Makoto complained.

"Not even the bad guys in my time had lame names like that," Jenny added.

"Also your 'supervillain' name...is super lame!" Ben laughed.

"...Hello? Police?" Makoto asked into her phone, "Yeah...I'd like to report a murder. The cause of death? A major burn."

***SMACK!***

"Owie!"

"No...none of that, Makoto…" Tsubaki frowned, tapping her paper fan in her hand.

"Shut up!" Billy snapped.

"Look your gimmick is you're smart right?! You think you're an evil genius? Then go for something like…" Ben took a moment to think, 'I don't know…'Whiz Kid,' 'Whits End,' or 'Brain Power!'"

"Let it be known...Ben is good at thinking up Hero names. Kinda have to after five plus years of learning how to use 60 plus aliens..." Makoto muttered, rubbing her head.

"Ooh, I like that!" Billy spoke up, making them blink, "What?"

"I didn't say you could use it!" Ben complained.

"Then why did you even mention it?" Billy countered.

"To prove you're not as smart as you think you are, _Billy_!" Ben began as he leaned forward slightly, "You're just a spoiled brat, _Billy_! A petty jealous copycat _Billy!_" he growled.

"At least you know my name now," was all Billy could respond with.

"You have a worse case of stupid then...anybody I've ever met…" Makoto sighed, "And that's saying something with Taokaka."

"Ahem!" Rook cleared his throat, earning the group's attention, "Would you settle this _after _we deal with the pan dimensional invasion?"

"Do...do we tell his parents on him? Or...Juvie...or jail?" Makoto asked.

"That...that's a good question," Jenny admitted.

"What!?" Billy gawked.

"Oh you are in so much trouble, you little creep. I feel the urge to hold back...but then I remember you're the same mental age as most of us...and probably a total jerk!" Makoto replied, "So that makes the Robo Girlfriend carrying you around..._extra creepy_!"

"She doesn't seem all that...sentient…" Jenny coughed in agreement.

"Of course she's sentient. She just follows every one of my commands," Billy argued, "And that's not what she is!" he snapped at Makoto.

"Hey..I calls 'em as I sees 'em…" she crossed her arms.

"Grr...you…!"

"Shh!" Tsubaki quickly hushed as the elevator stopped, "We're here…Get into positions."

"...This isn't over…" Billy stated, glaring at Ben as the group poked their heads out from the elevator.

"The robot's should still be inside," Ben whispered before looking at Billy, "You get the de-ager and change me and Rook back to normal, then we can stop the robots."

"No. First we stop the robots, then I turn you back," Billy argued simply.

"Uh...yo. Ankle biter lad...Ben's aliens are younger too and Rook can barely move as he wants. So either you help them back to full power...or we blame this whole mess on you when the paparazzi show up!" Makoto growled, grinding her fist against his head.

"Owowowow! Okay okay! I'll change them back first!"

"Good…" Makoto frowned as she moved her fist away, "And tell your 'bodyguard' to stop glaring at me!"

"No one threatens Master Billy…" Mazuma stated, aiming her fingers at Makoto's neck.

"He's three feet tall...everything's a threat to him!" Makoto argued.

"Shh! Focus!" Tsubaki hissed before the group pulled backed into the elevator just as one of teh robots passed by.

"...That was close," Jenny whispered as the group hurried out of the elevator. After a moment of searching and hiding, they reached the assembly room, climbing a nearby ladder as they got onto the scaffolding and hid behind some crates, "See anything, Makoto?"

"Yeah. It looks like they're using a device to build a giant portal...and more are coming out of said portal," Makoto quietly answered, "...No doubt your handy work, Bimmy…"

"Maybe…and it's…" he stopped when Ben jammed his hand over his mouth and shoved him to the floor.

"Shut it!" he hissed, "Anyone got any ideas…" Billy raised his finger, "One that isn't from a so called 'genius'?" Billy lowered his hand, "Yeah...I thought so."

"Hmm...I got it," Tsubaki quietly spoke, "Ben, You, Jenny and Makoto distract the robots. I'll watch over billy as he gets the de-aging gun."

"Perhaps if..." Mazuma began before a laser shot hit the crate she was behind, causing her to be sent flying into the wall.

"?!"

=DESTROY ALL FLESH AND THE WORKS OF FLESH= one of the robots called out as they all stopped what they were doing and began firing at the group's hiding spot.

"...Okay. Slight altering in the plan…" Tsubaki sighed, "Ben, hurry and transform. Makoto, you and Jenny protect him while he does so."

"Come on Shocksquatch…" Ben spoke, nearly slapping the Omnitrix after making his selection before pausing, "Oh right...no slapping…" he groaned, "Please Shocksquatch?"

"Oh for…" Makoto groaned before lightly pressing down on the Omnitrix, engulfing Ben in greenlight as he became his Alien of choice...albeit very different.

He still looked like a yeti, but not as muscular and much thicker. He had white, gray, and blue fur, along with a reddish-pink face, and pointed eyebrows. He also had green eyes with black pupils. He had metallic gray circular bolts on the back of his hands and on his lower jaw.

"Thanks, eh…" Shocksquatch thanked before noticing their looks, "What? Shocksqutch's race doesn't mature until they're seventeen. Until then, they look like this."

"...Just get to smashing," Makoto simply pointed as Shocksquatch gave a double thumbs up and jumped down, punching a robot and electrocuting it until it exploded, "But save some for us!"

"...But..what about Mazuma?" Jenny asked, looking at the wreckage and saw a badly damaged Mazuma underneath, the 'skin' on her arm gone while the right side of her face showed the metal underneath.

"...D'oh...I…" Billy began in worry..m

"What are you d-bzt!-doing?" Mazuma asked, her voice a bit staticy as she looked at Billy, "Are you going to let T-t-t-t-t-Tennyson steal the spotlight again?"

"?!" Billy tensed at that before growling, "Not this time!" he snapped as he ran.

"Wait! You...Oh for…!" Tsubaki groaned, pulling out her sword and shield as she chased after him with Rook, unaware of Mazuma giving a small smile before shutting down..

"...I'm sure she'll be fine...hopefully," Makoto assured Jenny, "For now, let's hurry and help Ben."

With that, both Jenny and Makoto jumped after Shocksquatch to give them some assistance, the former converting her arms into blasters as she began to open fired while Makoto grabbed a nearby one's tendrel and began to use its owner like a weapon. One attempted to blast at them, only for Shocksquatch to jump on top of it, grabbing its head unit as he pulled back, ripping it out just as its laser cut through another.

"Where is it…?" Billy muttered as he looked around, Tsubaki using her shield to block some laser shots while Rook fired off a few at the robots, "I know...ah ha! Here we go," he grinned, stopping before a red and gold wall before pressing a panel, causing it to slide up and grab the exact gun they were looking for, "Hey Tennyson! Look what _I_ found!"

"Yeah, that's great, eh…" Shocksquatch grunted, holding back one of the robots' arms as he swung it into another, "Now hurry and change us back!"

"Hmm...I could...or…" Billy began with a devious grin, "I can make you and your friends even younger th-HEY!"

"Now is not the time," Tsubaki scolded, her sword put away for her to take the blaster from him.

"...That little snot was gonna use it on _us_, wasn't he?!" Makoto exclaimed, smashing in a robot's head unit before jumping off, Jenny grabbing her as she flew by.

"Does it matter right now?!" Rook shouted before yelping as a laser shot hit the ground before him, the resulting explosion sending him flying into the wall and dropping his ProtoTool, "Ow…"

"D'oh..I gotta build a better grip on that thing…" Billy muttered, staring at the De-Ager before seeing Rook's ProtoTool on the ground, "...Hello..."

"How do we shut the portal down anyway?" Jenny asked, spinning Makoto around before throwing her at a line of robots, letting Makoto's extended fist let her go through the entire line.

"STR~IKE!" Makoto laughed before yelping as she barely avoided a laser, "Watch the tail!"

=DESTROY ALL FLESH AND THE WORKS OF FLESH!=

"There must be a control panel somewhere…" Tsubaki guessed before looking down at Billy, "Any ideas?"

"Huh? Oh it's on the top panel of the device controlling the portal," Billy offhandedly replied as he looked at Rook's ProtoTool, "Uh...how...how do you…?"

"Are you telling us you built it right _near _the portal?!" Shocksquatch exclaimed.

"What? Isn't that the obvious place for a control panel?" BIlly snorted, stilling looking over the ProtoTool.

"NO!" everyone snapped.

"And give me that back," Rook ordered as he tried grabbing his weapon back from Billy, "I told you that it is very complicated to use!"

"No! I...I...d'oh…" Billy groaned as he pushed Rook back, "This thing's a piece of useless junk!" he snapped as he slammed it onto the floor, causing it to bounce a bit before a panel on the side opening up and fired a miniature laser, "?"

The laser began to bounce rapidly all over the metal walls of the area at a quick pace. Billy, Rook, and Tsubaki all followed the laser's trail all over the place. Jenny yelped as she skidded to a halt with Makoto in her arms before it shot by them in the air.

"Yipe!" Makoto yelped, her tail wrapping up around her as it came back and nearly hit it, "Watch it!"

The laser hit one of the robots, knocking it over. It continued down the trail of robots, knocking each one down at it got near the portal. It finally hit the ground before bouncing up and hitting the very top of the portal, causing it to spark. The green light on it dimmed before a red light turned on with a loud beep. An alarm began to sound as a robot began to come through the portal...before the portal sucked it right back in. The suction grew stronger with each second, pulling in more and more robots into it. Jenny landed and deployed drills in her heels that she quickly dug into the floor while wrapping an arm around Makoto's waist so she wasn't sucked in. BIlly and Rook grunted as they held onto the floor while Tsubaki had stabbed her sword into it, having replaced the shield for the sword when she saw the portal suck in the first robot. Billy yelped as he lost his grip and was sucked towards the portal when Jenny's other arm extended out like a lasso and quickly wrapped around Billy's waist. Shocksquatch grunted, a hand dug into the floor before he spotted an emergency shutdown switch nearby.

"At least he did that thing right, eh…" Shocksquatch grumbled as he quickly activated it, causing a lever to rise up that he quickly pulled down, causing a large wall to block off the portal before a second thicker one soon followed, "Phew…"

"Oh that was scary…" Makoto sighed in relief.

"Um...Why are you squeezing my torso, Makoto?" Jenny asked, looking down at Makoto's hand over the left side of her chest armor, squeezing it a little but not really denting it.

"...Sorry. Force of habit," Makoto whispered as she moved off her.

"...You...you all saw that, right?!" Billy shouted in glee, "I did that! _Me_! I overloaded the portal generator! I saved the Earth!"

"After nearly causing an invasion of robots wanting to commit genocide of all organic life and its creations," Rook deadpanned.

"I saved the world~! I saved the world~!" Billy gloated, "Me, Billy Billions! ...No. I.Q Lad! No...Brain Power!"

"And he's back to copying…" Shocksquatch deadpanned as he changed back into Ben.

"You...you didn't save the world this time, Ben Tennyson...it was me! Me me me!" Billy shouted, "I did it all! Not you! Not your team! It was all…!"

***CLANG!***

"Me…" Billy groaned as he passed out, a smoking bump growing on his head.

"Nice shot," Ben complimented.

"Meh. Was already getting annoyed when he started gloating," Makoto shrugged, "When you gloat, however...it's kinda tolerable."

"Tha...Hey!" Ben whined.

"Are you two ready to go back to being older?" Tsubaki asked, holding up the gun.

"Yup…" Ben sighed before looking at Rook, "Ready to say goodbye to that tail again?"

"Bi'nthak. And I do not know," Rook admitted, "I was just getting u…" the tail smacked him several times in the face, "OOF! ...I am over it."

"...You could've asked Makoto for pointers," Jenny suggested.

"And risk getting hugged constantly? I do not think so," Rook deadpanned.

"...Oh, that reminds me. Now that this crisis is over with..." Makoto noted before tackling him and snuggling him into her chest, "You are just too fluffy~! Seriously! You are just so fluffy and cuddly! Oh, Noellie is missing out on last hugs!"

"Mhph!"

"...Ugh…" Tsubaki sighed before noticing Jenny starting to fidget a bit, "...Go right ahead."

"Mmm?!"

"So cute~!" Jenny squeed, adding in on hugging Rook.

* * *

"It's...not...fair!" Billy snapped, standing in a Plumbers transport ship as Mazuma was carted in, "I did all the work! I saved the world…" he glared over at a crowd surrounding Ben, "And he gets all the fame and credit...AGAIN!"

"Yeah right ...some brat saved the world and not Tennyson..hahaha...you hear this kid Wilhelm!?" one of the Plumber agents laughed as Max pushed Billy back inside the transport.

"But I did!" Billy snapped.

"AHAHAHAHA!" the Plumbers laughed.

"Okay boys its not that funny." Max chuckled.

"Sorry Magister...ah...just...this brat is so delusional." one of them chuckled.

"I AM NOT DELUSIONAL! Grr...I'm gonna get you for this, Tennyson!"

"Oh act your own age!" Makoto laughed as she closed the doors.

"He was the second most unpleasant rich kid I've ever dealt with," Jenny sighed, "...Though the difference the one I knew back in my time changed after Christmas."

"What did he do?" Makoto asked before Jenny whispered something to her, "...Oh huh...he...oh wow he...oh...and everyone tried to...well dang."

"Welp...we figured Plumber prison will suit ya since you are the cause of an intergalactic invasion." Ben smiled as he walked over.

"Yes, all evidence points to you and only you as the sole perpetrator of this crime." Rook smiled, "With no proof of your claim that you saved the world...as the blast came from _my_ ProtoTool."

"So...your loss...to bad so sad, later Geek Boy!" Makoto waved.

"D'oh….!" Billy growled in frustration as the Plumber ship flew off.

"...So honest question, should...should we tell his parents about what he did?" Makoto asked.

"I'm not sure…" Tsubaki answered, "They would most likely ask us where he's been all this time and why we didn't try to rescue him."

"True…" Ben sighed, "But...what's two more people hating me?" he sighed.

"Ben?"

"They have a right to know, if they hate me for it...cool two more on that long list. But at least they'll know. Maybe they can fix him...if they stop spoiling him." he explained, "But still at least they'll know."

"Wait. So they have the right to…"

"We made a deal of no one sueing anyone in exchange for repairing Billions Tower," Tsubaki explained.

"Oh phew…" Makoto sighed in relief, "Least that…I almost jinxed it."

Tsubaki pulled out the paper fan and slapped Makoto upside the head making her fall over, "Stop doing that!"

"Ha! Y-" Ben began before Tsubaki slapped him with the fan as well, "Ow!"

"Don't you start as well!" Tsubaki snapped before sighing, "Let's just head home…I'll deal with the paperwork after dinner…"

"Yes…Ma'am…" the two who were struck complained/complied.

* * *

Ben closed his bedroom door behind him and locked it. He walked over and ducked down to pull out a box from under his bed. Opening it, he pulled out a binder and opened that to reveal several pages filled with Sumo Slammer cards. Flipping through it, he soon pulled out a platinum card torn in half. He dug into his pocket and pulled out the half Billy had that he swiped from the pocket watch BIlly had. He put them together on the desk by his bed and turned on the Omnitrix. A green flash went off before a green beam hit the two halves. WIthin seconds, the two fused back into a single perfect, mint condition platinum Sumo Slammers card. Clockwork tapped his emblem and changed back into Ben.

"And with that, my collection of the 2000s edition of the card game is complete," Ben smirked as he put the repaired card back into the binder and put it back under his bed, "Thank you Barny."

* * *

_SZ: Heh heh...ahh...I remember this episode…_

_Z0: Ah that was a fun episode indeed. _

_SZ: Yup...and oh god Billy. HE was annoying..yet fun at the same time kinda…_

_Z0: He's...not a threatening villain...like at all...not many of Ben's earth villains are. _

_SZ: Oh so true...most of them end up being...joke villains at best._

_Z0: Which to be fair...by this point...very little Earth threats can match Ben...at least within his own canon. _

_SZ: True, but next time..we get to one of his more dangerous villains._

_GT: Yes. Quite the dangerous one. So 'till next time, read and review._


	17. Malefactor

_SZ: Time for some serious stuff..._

_Z0: *holds up Murder axe* Okay whom I killing off this time? _

_SZ: No no! I mean serious chapter time!_

_Z0: Oooh….*tosses Axe out the window causing Willhelm scream* They fine~_

_SZ:...We own no one aside from original content._

* * *

"Mmm…" Ben muttered as he looked at a flyer, he and a few others walking towards a rather large festival, "The Olde Bellewood days festival is my first public appearance in months…"

"And why's that a problem?" Jenny asked, having joined the group for the day for a day off.

"I don't see my name anywhere in here!" Ben complained.

"Not everything has to be about you, ya know," Makoto deadpanned.

"I was asked to be a guest of honor!" he complained.

"As the guy in the giant Dunk tank…" Makoto reminded.

"Y-wait what?" Ben blinked.

"Seriously? You don't remember?" Makoto deadpanned.

"I told you just as we were leaving, Ben…" Tsubaki sighed.

"But..why am I the dunk tank g-" Ben began.

"Ben Tennyson~!" a voice called, making the group look to see a woman in a purple business suit approach, "Natalie Alvares, deputy director for parks and recreation, and the organizer for this little shindig. Called you on the phone and glad you and your…" she shot a slight stink eye at the others, "Sidekicks...could join us here today."

"Sidekicks?" Noel repeated.

"Rude!" Makoto pouted.

"If it means we get to partake in the fun...I'll roll with it." Tsubaki smirked.

"Ooh~" Makoto and Noel nodded in realization and agreement.

"To be honest, I wanted to get Kangaroo Kommando for this year's festival,but the kids were all 'Ben 10! Ben 10!', don't cha know?"

"Hahaha...great." Ben mumbled as the group began to follow Natalie, "I was plan B for Kangaroo Kommando...even though that would've been cool."

"Pfft…" Makoto used her tail to cover her mouth and hold back the laughter.

"..what's that giant wooden bell?" Jenny asked, the group seeing a fairly large wooden sleighbell on a pedestal.

"Oh that? That's the world's biggest wooden sleighbell, commemorating the people who founded Bellewood in 1638," Natalie explained, "Handcarved from solid walnut, it weighs over 3000 pounds."

"I'm...I have no words…" Makoto muttered, "It's like one of those roadstop things…but with history…"

"..Bell...wood…" Noel whispered to herself, "...OH! Is that how Bellewood got its name?"

"Why yes it is, don't cha know?" Natalie smled, "If you'd like, I can give you a full tour on the history of Bellewood."

"Ahaha...we'll rain check." Makoto laughed, covering Noel's mouth with her tail.

"It does sound…" Rook began before Makoto shot a hand over his mouth.

"Another time, we just wanna get a good feel for the festival!" Makoto explained, "Besides I'm sure your super busy!"

"Oh yes! Which reminds me…" Natalie began as she motioned Ben to follow here, "We need to get you to the dunk tank, Mr. Tennyson."

"Oh joy…" Ben muttered as he followed her, _'Least it can't be that bad...right?'_

* * *

"Gah!" Ben screamed as he fell into a tank full of water, a sign that read 'dunk Ben 10' over it "Rook!"

"What? It is for charity," Rook simply replied, holding a few tennis balls.

"Come on get back up there! Momma's gonna get the high score!" Makoto cheered, holding three buckets of tennis balls, one in each hand and the third with her tail.

"Oh heck no!" Ben freaked as he quickly climbed back out and onto the platform above the tank, " Knowing you, you'd break it!"

"Oh come on, Ben. Like Rook said, It's for charity," Makoto smirked, "In fact...hey kids! Which alien should he change into for this dunk?"

"Aw man…" he groaned.

"Hmm...oh! Turn into Big ch-no! Brainstorm!" one of the kids suggested.

Ben tapped the Omnitrix as he turned into Brainstorm and climbed back up to the platform over the water, "Fire away young lad~ Not you Makoto...you know what you do..."

"Here you go," Makoto smirked as she tossed the kid the ball, "Have fun~"

"...Why do I not like that tone she u-" Brainstorm began before the kid tossed the ball and hit the target, only...nothing happened, "...Oh phew. I was a bit afraid th-"

"Out of my way, dweebs!" a tall kid shouted, pushing some kids aside from snatching a ball form Makoto, "And give me that, ya old hag."

"H...HAG?!" Makoto exclaimed in disbelief.

"Oh no…" Brainstorm realized before the kid hit the target, causing him to fall in.

"Heh...now Stinkfly!"

"Grr…" Ben frowned as he climbed back up, used the Omnitrix to change into Stinkfly...and soon fell into the tank again, "Glurg!" he poked his head out and spat water from his eyes and mouth, "Ugh…Nasty."

"Now Wildmutt!"

"Hey kid, one at a t..." Makoto began.

"Butt out, lady!" the kid snapped, tossing another ball at the target, hitting it as Wildmutt fell into the water, "Now Spidermonkey!"

"But...I wanted to see Ditto…" one girl spoke.

"Shut it! No one wants to see a namby pamby girly alien!" the tall kidd mocked as he tossed another ball at the target, causing Spidermonkey to fall in, "Hey, old lady, give me another ball! I wanna dunk Humungousaur next!"

"Can't dunk him, kid," Ditto informed, sitting on the fold out table while pointing at a sign held up by another Ditto, "Ya see...Due to structural integrity and visibility, I can't do anything big or too tiny. Plus, if I went with a big guy, it'd break the tank. I go too tiny, no one'd get to see a splash."

"Can we get on with it?" a Ditto asked, lazily lying on the seat for the dunk tank, "...Huh...this is kinda com-zzzz…"

"...Fine…" the tall kid frowned before tossing the ball...right into one of the others Dittos, resulting it bouncing off another before hitting the target, letting the one on the seat fall into the tank.

"Eeyow!" all the Dittos yelped, rubbing their faces which all sported a round-shaped red mark as the one that got dunked poked out, spitting up water.

"Hey~! What's-a matta with ya?!" the Ditto exclaimed, adopting an bad accent.

"What's-a matta with me, Five? What's-a matta with you?!" another argued in the same accent.

"I wasn't a what's-a mattaing you; I was what's-a mattaing him!" Five argued, pointing.

"Hey, both-a ya shut up-a!" another by the boy barked, "And don't what's-a matta me!"

"This is lame...this isn't even the real Ben 10...just some losers in costumes.." the kid scoffed, "...Hey geezer, hand m-"

"No," Makoto frowned, holding the balls and buckets away from him, "You need to leave...now."

"Ah cheer up-a!" the Ditto by the boy noted, "We have-a special surprise!"

"We-a call it…" another noted before the boy yelped as water fell on him.

"Cleaning up an act," the Ditto with the empty bucket snickered.

"Seven, we forgot to add soap," the one to the boy's left noted.

"We did? Then what did I add?" Seven asked before the boy yelped as he started to scratch himself wildly and run off.

"Itching powder," the Ditto on the table replied.

"...I'll let that slide because one; that was just gold. And two; that kid was just plain unpleasant," Makoto spoke as the kids cheered on, "Oh and three; ya kinda beat me to the punch."

"Just remember this, kiddos; kids like that boy won't go far if they keep that going," the Ditto on the table advised before they merged back into one before climbing back up to sit on his seat, "Now if I don't do anything too strenuous, I should be gold for a lot more transformations. Just remember, I can't go with the big guys or little ones like Greymatter or Nanomech."

"You heard him, kids. Nothing too big or small when requesting," Makoto added before Rook held some tickets to her, "...More Rook?"

"It is for charity," Rook replied.

"...Hope the others are having a good time…" Ditto muttered.

* * *

"How are you fairing, Jenny?" Mai asked.

"Just fine," Jenny replied as she looked around, "To be honest, this is kinda reminding me of the old carnivals back in my time...only a lot more clean."

"That's good to hear," Mai grinned.

"Gotta admit that things cost a lot more jack than back then," Jenny added, "And still getting used to seeing alcohol in public."

"Oh, right...The 1920s were during the prohibition," Tsubaki recalled, "So you've been to an illegal bar during that time?"

"Busted several speakeasys in Tremorton back then," Jenny replied, "Nothing I couldn't handle really."

"...Well given…"

"EEE~!" the three turned to hear Noel squealing in glee, looking at a stuffed, small, brownish fox-like plush as it hung amongst a few other plushies, "An Eevee~!"

"Eevee?" Jenny repeated.

"A little creature from a video game," Mai explained.

"Just one of well over a thousand," Kajun added.

"...Is it that…" Jenny began as she walked over to get a closer look, "...Oh that is adorable…."

"Ya little ladies want one? Then hit the targets inside the holes," the booth owner replied, "Ten tickets equal three balls."

"Ten tickets?!" Mai blinked in disbelief.

"...It's rigged," Kajun whispered.

"We're gonna end up as Marks?" Jenny quietly asked.

"But none of us are boys," Mai blinked twice.

"She means swindled," Kajun translated, "Or rather...we would be if it weren't for one thing…"

"What's th-"

"Six balls please," Noel spoke, putting down twenty tickets.

"Sure, little lady…" the owner smirked as he handed her six balls, "Just don't hurt yourself trying t-" six blurs shot by him as six buzzers went off, "?!"

"..." Jenny removed her eyes, breathed on them, produced a cloth to shine them, and put them back into her head before blinking twice as she processed it at last, "...Huh. If I didn't pipe that with my own peepers and not care that I'd rust on the inside and could get that way, I'd probably want to go out on the roof."

"Noel was the best at far-ranged weaponry back at the academy we went too," Kajun explained.

"Eevee please!" Noel declared, "Oh, and one for my friend Jenny!"

"...S...sure…." the owner whispered in disbelief as he reached up and grabbed two of the Eevee plushies, "Here...even a limited edition shiny one, too…"

"EEE~!" Noel squealed in delight, quickly hugging the two plushies and skipping over to the girls, "They're so fwuffy!"

"...Did...did she say…" Jenny began.

"When Noel has her eyes set on something cute, there's no stopping her until she has it," Tsubaki explained.

"Got it," Jenny nodded slowly.

* * *

"Ahh geez...I should've brought some spare clothes…" Ben muttered, climbing out of the tank again as he was soaking wet.

"Hey. Least the kids had a good time," Makoto stated, "...Though I think Rook enjoyed his turn a bit too much…"

"Yeah…no kidding…" Ben muttered, shooting Rook a stink eye.

"What? It is for charity," Rook argued.

"You are so getting Stinkeye goop in your bed. But which night that'll be will be only known to me," Ben informed.

"Oh, that is evil! ...Mind if I j-" Makoto began before some screams went off, her ears twitching a bit, "...Ben…he's back…"

"...You're gonna have to specify," Ben noted, "I have a lot of male bad guys."

"Khyber," Makoto replied, "And he brought along Rexy the Spaheshifting Dino-pooch."

"...Oh crud," Ben whispered as he looked ahead, seeing Buglizard at the center of the festival as people fled from her, the predator jumping onto the wooden sleigh bell.

"Oh! The bell! Someone save the bell!" Natalie screamed.

"...Rook, you go search for Khyber. Me and Makoto will deal with Rexy until the others get here," Ben ordered in a serious tone as he activated the Omnitrix...only to end up getting the error sound, "...Right after my Omnitrix finishes recharging."

"You just had to ask for one more alien…" Makoto muttered, giving Rook a stinkeye.

"I realize my error now…" Rook sighed as he ran off.

"...And I am gonna regret this…" Makoto muttered as she ran towards Buglizard, "Hey scaley! Over here!"

"Grr?" Biglizard growled as she turned towards her.

"Your mama was a salamander and your papa was a slug!"

Buglizard snarled at that before pouncing right at Makoto, fangs bared with the intent of mauling the Beastkin. In the process, she had knocked over the bell, causing it to roll off..and Natalie to faint as people began to flee from the bell...with the punk kid from before being chased by it.

"...Of course you'd do that," Makoto sighed before yelping as she barely jumped out of the way of the bite of Buglizard's fangs.

"Great...I have to save that kid too…" Ben muttered as his Omnitrix finally recharged, "Okay...going Humu…" he stopped in his selection when he remembered something. If he tried Humungousaur, there was a chance Khyber was gonna make his dog change into Tyranopedde, "...Yeah...probably a bad idea. Don't want to have Harangue say that I attract Kaiju or suggest Toho sue me for infringement on the giant monster business even if they're not the first company to do that genre." he quickly selected a different alien and pushed down, turning into FourArms, "Not as big, but just as strong with a better jump." with that, he jumped and easily cleared the distance between him and the rolling ball chasing the boy, letting him catch the wooden bell and skid a few feet while getting it to stop, "Still think I'm just a guy in costume, kid?"

"...N...no…" the kid gulped.

"I thought so…Now hurry on out of here before you end up lizard chow."

"Yes sir!" the kid exclaimed as he ran off.

"Okay...now t-" Fourarms began before Buglizard pounced him, "Ahh! Hey get off!" she responded with blasting Fourarms in the face with gas, "Aw come on! That reeks!" he delivered an uppercut that knocked her away from him, "Two words: Dental Bone!"

"Now you know how I feel!" Makoto shouted as she leapt over next to him, "Also good call on going with Fourarms."

"Thanks...though I'm not sure if Fourarms has any preds or not. Last time Tsubaki gave me a quick alien refresher course, found out Tetramands have multiple predators on their planet, but have the means to defend themselves against them."

Makoto's ears twitched, "And he's whistling."

Buglizard snarled as she changed forms once more. Becoming as big as a double-decker bus, her body was engulfed in grey scales with lighter grey scales making her underbelly and under her limbs. Her four legs reshifted into four muscular arms ending in three yellow scythe-like claws on the end of each limb as her head became elongated and more serpent like with six large red eyes.

"Uh-oh…" Fourarms gulped as the new Predator roared, revealing its mouth to be large and sported four tongues...each with its own mouth, "GYAH! It's the Alien from the Alien Franchise mixed with a FourArms!"

"YOU AND YOUR BIG MOUTH!" Makoto freaked as the two began to run.

"How was I supposed to know?!" Fourarms argued before ducking, barely avoiding acid spat from the serpent-like predator, "And it fires acid spit, too!? No wonder these guys evolved like they have!"

"Did you forget that crab guy and his copying the storage in your watch?!"

"...Maybe…"

"TetraMorph...XenoArms…" Makoto muttered.

"What are you doing?!"

"Trying to come up with a good name for this freaky thing!" Makoto replied as she jumped over one of the tongues trying to bite her.

"At a time like this?!"

"I try to quip when I'm panicking!"

"D'oh!" Fourarms groaned before they ducked under an attempted lunge.

"JUST CHANGE INTO SOMETHING ELSE ALREADY!"

"Okay okay!" Fourarms exclaimed as he touched the Omnitrix symbol, changing him into Diamondhead just as one of the tongues tried to bite him...resultign in it hissing in pain as its teeth cracked while bleeding from his shoulder spikes having stabbed into its jaws, "Heh...nice try. Nothing can bite into a Petrosapien's skin."

"...And there's the whistle again…"

"Oh please...like he has a predator f-" Diamondhead began as the serpent-like predator shrank and began to change shape, becoming more lizard..and a bit frog-like in shape, "?"

"...A frog?" Makoto blinked.

It looked like a frog at first glance given its chubby shape and large bulbous head, yet it didn't have the long hind legs of a frog. Its feet were all brown with black claws on the three fingers/toes that changed to a murky blue color that made up the majority of its body's color. Its underbelly was a grey/white that bled into red at its lower jaw while its tail bled into yellow and then red with yellow stripes going down its back. Bulky black armor-like scales covered its lower jaw and emerged from its legs and went down its back to the tail.

"...I really hate that crab," Makoto stated.

"...Not taking any chances on what this thing does," Diamondhead said as he slammed a hand on the ground, causing a dome to appear around the frog-like predator, "Now let's hurry a-"

A crunching sound was soon heard, making them look back at the dome..and saw the predator munching at the crystal-like substance as a red glow was seen from inside its mouth.

"...Yeah...If we ever see that crab again? Imma giving him to Noel to cook," Makoto stated, her ears drooping.

The frog-like predator gave a croak-like growl as it spat out something resembling coal mixed with cooled magma near the two. A second or so passed as the 'coal' began to start glowing, making the two tense as they began to run just as it exploded in a mix of molten lava and melted crystal.

"Whoa! Watch the tail! Watch the tail!" Makoto yelped, barely getting her tail out of the way of a bit of melted crystal.

"Now I'm starting to get the feeling of how bad guys feel when I change forms to mess them up!" Diamonhead groaned.

Nearby, Khyber watched just out of sight. He swung an arm out and caught Rook's foot before throwing him to the side. He reached behind his back and pulled out his knife while Rook pulled out his ProtoTool.

"You should know by now that no one gets the drop on Khyber the Huntsman," Khyber informed.

"How were you able to collect new forms so quickly?" Rook questioned as they circled one another.

"You think it took me five years just to collect ten samples?" Khyber questioned, "No. I spent the time collecting the sample of every predator I could find, both alive...and _extinct_. Many a glorious hunt was had on the living predators. As for the extinct...well who wouldn't want the chance to obtain a piece of a legendary predator? Or in this case…" he looked back, seeing both Makoto and Diamondhead running from the frog-like predator...which was rather fast given its chubby appearance, "The ability to control said predators."

"Why is it so fast when it's chubby?!" Makoto freaked.

"I don't ask!" Diamondhead yelled.

"Mou~! Girls, where are you!? This...this...uh...what is this thing even called?! A Crystoad?! A Shovrog?! What?!"

"Can we forget the naming for now?!"

The frog-like predator gave a croak-like roar as it lunged at Diamondhead, only to stop when something suddenly tugged on its tail. She let out a croaking yelp as she was slammed on her back repeatedly.

"Jumpin' jimminies! Outside of the era and location, it kinda feels like a usual week in the 20s," Jenny noted.

"What took you guys?!" Diamondhead complained as Tsubaki and the others ran over.

"Sorry. The moment we heard people screaming, we had to evacuate them to…" Tsubaki began.

"Oh! A Dodogama Crystalus?!" Kajun gasped in slight surprise before noticing the collar, "...Blast…"

"How did you…?" Diamondhead began to ask.

"Oh, when Tsubaki told me about your Huntsman issue, I researched all the predators to the aliens you currently have unlocked," Kajun explained with a shrug, "This is actually your current alien's predator."

"Yeah! We already figured that out after dealing with a xenomorph snake...which was one of Fourarms' predators!"

"...Six eyes, four tongues ending in mouths?" Kajun asked.

"Yes," Makoto replied.

"That was the primary predator to Tetramands: a Tetronian Xenorex," Kajun explained.

"...I like Xenorex," Diamondhead noted, "Fits it." a ball of crystal and magma rolled into the middle of the group, "...RUN!"

"Wh-" Mai began before tensing as the ball began to glow, prompting her and the others to quickly run just as the ball exploded, "What was that?!"

"The Dodogama Crystalus has the ability to take what they've eaten-which most of the time is crystals or hard Earth-based materials-and spit it back out as a ball of magma and crystals," Kajun explain, "In a sense, you could say that its stomach is like that of a volcano."

"...I'd go with Dodogama, but I feel we'd get sued by a gaming company in the near future if we tried," Makoto stated.

"Frogcano?"

"Are you two seriously trying to come up with a name now?!" Tsubaki demanded.

"It helps!"

"...Croakano?" Jenny suggested.

"Ooh~! That's a good one!"

"Oh for…" Tsubaki facepalmed.

"Um...guys?" Noel spoke, earning their attention, "It's getting back up."

"Oh no," Diamondhead groaned just as the newly-dubbed Croakano got back up, giving a croak-like growl as it hungrily glared at him, "Oh crud!"

"Change!"

"To what?" Diamondhead questioned before Kajun tapped the Omnitrix and changed him into Shocksquatch.

"The constitution of a Dodogama Crystalus is conductive, soluble, and…"

"IN ENGLISH, KAJUN!" Makoto snapped.

"...It's highly susceptible to electricity, water, and ice, the first one harming it the most."

"Oh…"

"That's pretty good, eh," Shocksquatch chuckled as he banged his fists together.

Croakano began to dig her lower jaw into the ground before Shocksquatch punched her hard in the face, causing her to stagger back. She started shaking it off before she got hit with an electrical blast, causing her to give out a croak-like cry of pain.

"Had enough, eh?" Shocksquatch asked before the Nemetrix glowed and Slamworm roared in his face, "...uh oh."

"Rook, what is taking so long?!" Makoto demanded into her comm, "Stop letting him whistle!"

=He is not whistling!= Rook replied.

"...They have the quick change feature of the Omnitrix in the Nemetrix now," Tsubaki realized.

"Predatrix!"

"Not the time!" Jenny argued as she changed an arm into a shield to block some slime, "Ugh, that stuff is na…" her eyes widened as the slime began to melt her arm, "AH! Get it off! Get it off! Get it off!" she quickly changed her arm back and flicked the slime off, revealing her plating melted off and revealing several wires had been burnt or melted as well, "Oh...that's not good." her arm sparked before it punched her in the face, knocking her over, "...Yeah, really not good."

"Mmm..if only I had my spear…" Mai whispered, "I hate feeling so useless…"

"Hmm? Spear? Ah, I knew there was something I forgot to mention this morning," Kajun noted before tossing Mai a black sphere with a green line going down the center, "Squeeze it."

"?" Mai blinked at that before doing so, causing the sphere to reshape into a pole ending in a sharp blade made of green energy that emerged from a guard resembling a diamond atop a circle, "?!"

"May I introduce the ProtoSpear codenamed 'Green Bullet: Outseal.' Based off the Gallia Sphyra: Outseal, but enhanced thanks to alien technology to have several new abilities. Do enjoy," Kajun informed with a smile.

"...With pleasure," Mai grinned, spinning her spear a bit before jumping forward into the air.

Slamworm hissed as she slammed her tail into Shocksquatch, burying him into teh ground as it left a small crater. She was about to bite before it reeled it's head back just as Mai's spear flew past it.

"Uh...hey, Mai, you m-" Shocksquatch began with a groan before the spear 'reflected' off the air and scratched Slamworm across her chest, causing the predator to cry out in pain, "What the what?!"

"Yes!" Mai beamed as she caught her spear, landing on the ground as she looked at it, "Just like the original, too…"

"I'll tell Blukic and Driba you thank them along with me," Kajun noted with a smile and a bow.

"...Please tell me you made something so I can use my moves again, if not altered versions," Makoto begged Kajun.

"Nothing just yet, but you still have your natural abilities and your issued tonfa," Kajun replied, "Because of an incident last year, the tech lab isn't allowed to do any research utilizing anything involving creating an energy substitute, so nothing for Seithr yet."

"Ahh man…" Makoto muttered, her ears and tail drooping, "...Well, at least I can still…"

"KYAAAAA!" Noel screamed as she ran off.

"...Right...giant worm," Makoto groaned as the girls minus Jenny facepalmed.

"...What…?"

"Noel's afraid of bugs...to the point she'll either faint, or run away screami…" Mai began as she looked out at the battlefield...and noticed that it wasn't Slamworm Shocksquatch was dealing with right now. Rather...it was an odd-looking bug with a stinger and fanged mandibles, red rings floating before its rapidly-flapping wings as Shocksquatch stood there in a hypnotic state.

"So...cool…."

"A Psycholeopterran?!" Kajun asked, "Get him out of there now!"

"Why? Wh-"

"NOW! AND DON'T LOOK AT ITS RINGS!"

"Right!" Makoto yelped as she rushed in, making sure to keep her eyes closed.

"Tsubaki, you take Jenny and look for Noel. I'll stay here and keep an eye out," Kajun continued her orders.

"Right," Tsubaki nodded as she ran off, Jenny following after her.

"So...cool…" Shocksquatch continued before Makoto's fist struck the bug-like Predator, sending her into an empty stall, "Huh? What? What's going on, eh? What happened to the beach, eh?"

"You were dreaming of the beach?" Makoto asked annoyed.

"Oh...Hypnotick!" he called out, "It, uh, does something to the pleasure center of your brain and makes you see stuff to relax ya...so it can eat ya! Yeah it's real messed up, eh?"

"Wait...pleasure center…? What kind of dream were you having?" Makoto asked with a raised eyebrow.

"...So Hypnotick?" Shocksquatch suggested.

"Oh, you're not avoiding the question that easily!" Makoto demanded, poking him in the chest several times before one poke tapped the Omnitrix on his belt, causing a green light flash and he was swapped with Big Chill.

"...Really? You just had to poke my Omnitrix?" Big Chill asked.

"I am annoyed!"

"Guys!" Mai shouted, earning their attention as she dodged a lunging bite from Hypnotick, the bluenette keeping her eyes close, "Creepy hypnotic bug here!" Hypnotick paused as she 'sniffed' before turning to Big Chill.

"Correction: Creepy hypnotic bug...that's _Big Chill's predator_!" Big Chill informed as he quickly took flight away from Hypnotick, which soon gave chase after him.

"...Oopsie on my end," Makoto admitted sheepishly as Mai and Kajun gave her annoyed looks.

"I'll keep it busy...you guys find Khyber!" Big Chill shouted, "He has to be somewhere around here within audible range of his mutt!"

"Tsubaki already left to go search for him and help!" Kajun answered, "Hopefully things are going well…"

* * *

"Guh!" Rook grunted from another punch from Khyber.

Rook grunted blocking another punch before striking back. Rook struck Khyber who merely grunted and let his head turn with the punch. Khyber slowly turned around with a smirk. Rook's eyes widened as he was kicked, sending him skidding into a stall. Rook pulled out his ProtoTool and used its blade to block a stab by Khyber's knife with the inverted hook. Khyver grunted, slamming the top of his hand, pushing down harder and harder as the tip got closer and closer towards his face.

Khyber grunted as he was slashed across the face by Tsubaki's sword as it extended. He stumbled back from Rook's kick as the two regrouped and faced him. Khyber wiped his face before smirking as he flicked the speck of blood away.

"Hehehehe...I never got to properly face the two of you last we met." he spoke twirling his knife around before shoving into the holster on his hip.

"And you without your ship of weapons." Rook huffed.

"A true hunter...always has his tools." he spoke pulling out a triangular shaped knuckle duster.

"Wha...what is that?" Tsubaki asked seeing the look of concern on Rook's face.

Khyber smirked as energy formed from the device and took the form of a large cleaver like sword, with what looked like a gun barrel along the top. All of it made of blood red hard light energy.

"A tool I saved for the longest time. It is only available to select worlds...and to my...guild," Khyber smiled.

"Guild…?" Tsubaki asked.

"The Hunters Guild...to which all Bounty hunters and Huntsmen across the galaxy pledge to…" Rook spoke, "It exists…"

"But you'll never live to find them," Khyber spoke, swinging his weapon as the two swung to block only to get tossed away by the force of the weapon.

"?! ...Such strength…" Tsubak whispered.

"Call off your dog, Khyber!" Rook ordered, raising his own sword.

"Oh...but she's just out for her walk...I am just waiting for her to return to me," he smirked, blocking another swing, before pushing Rook back, he then aimed and fired a powerful blast of red energy which tore through several stalls before hitting a car, making it explode brightly, "Now that's right dangerous, isn't it?" he smirked, "Dodge enough of those...and will there even be anything _to_ protect?" he asked, aiming at them again, "Like your friends whom I can spot from here?"

"?!" Tsubaki eyes widened at that just as Khyber turned and fired another blast.

"Ahh!" Noel yelped as Jenny picked her up just in time, using her non-damaged arm to lift her up just as the blast destroyed the car they were hiding behind

"Stop!" Rook shouted, swinging his sword only for Khyber to block and push him back, "Why are you doing this!?"

"To smoke out the prey…" he smirked, "I'm sure if his team is threatened...Tennyson will come rushing back to save you all...and can he do that and fend off his predator at the same time?" he explained, "It's just tactics, young Revonnan…"

"Ben really attracts some freaky villain…" Jenny whispered as she carefully lowered Noel, "But if he's after him...why isn't he joining that pet of his?"

"Ano...I don't know," Noel answered before yelping as Jenny pulled her out of the way of another blast.

"I'm not underestimating the boy who defeated Vilgax, Aggregor, the High Breed, and the mythical Dagon!" Khyber laughed, "If I just came at him like some idiot with power...I'd lose. No…I will take him down, and I won't fail due to hollow pride in my own power. His trophy will be my Magnum Opus. The trophies from the rest of you...will just be accessory pieces."

"...You're lying," Tsubaki frowned a bit.

"Hmm?"

"Your pride...last time you were dead set on going after Ben solely, and yet you're dealing with us first," Tsubaki stated, "Normally someone with pride like yours wouldn't resort to this...unless…" her eyes widened a bit, "...It's a distraction...you and your pet are distracting us from something important."

"Oh? Am I now? And tell me, my dear..._what_ am I distracting you from?" he smiled, "Hahaha...oh you are smart. But maybe you'd live longer if you learned to be dumb like your other friends."

"...Jenny, take Noel and do a quick sweep of the area surrounding the park," Tsubaki ordered, "If you see anything out of the ordinary, let us know."

"On it," Jenny nodded as she flew off, carrying Noel with her.

"Rook, keep an eye on Khyber in case he tries anything funny," Tsubaki whispered as the two stood ready, "Good chances are that he and his pet didn't come alone…"

"Understood..."

"Let's prepare for the game," Khyber grinned, letting his helmet form.

* * *

"...Of course we'd come back here…" Makoto muttered, she and Mai standing outside of Billions Tower as Big Chill flew away from Hypnotick, "This is the third time we had to fight something here...well second for you, Mai, but still."

"...Please tell me we're taking the elevator," Mai begged.

"Well of course! Like heck I'm climbing all those stairs!" Makoto argued as the two rushed for the building.

"Oh right...my predator…" Big Chill grumbled as Hypnotic flew through the building same as him via density shifting, prompting him to fly further up to try and get away. However, just as he reached the top of the tower, Hypnotick flew right in front of him from the floor, flapping its wings as it summoned the red rings once more, "Gh?! Oh..oh…" he began to slump as his eyes began to swirl, "So...cool…"

"Oh for…!" Makoto began as she and Mai ran out, "Seriously Ben, you didn't think to…" she began before noticing that the elevator led her and Mai...to right in front of Hypnotic, "To…"

"Gh?!" Mai tensed as she closed her eyes, "Makoto, don't look!"

"To...too cool…" Makoto whispered as she began to drone in a hypnotic state.

"Oh no…"

"So..cool…" Big Chill whispered.

* * *

-Ben's mindscape-

"_Yeah ha! Thank you! Thank you!" Ben beamed as he stood before a cheering crowd, "I love you all, too..not as much as you all love me!"_

"_We love you, Ben 10!"_

"_I knew I was wrong about you!" Harangue declared, "You are a hero!"_

"_Th...wait…" Ben blinked, "Harangue would never say that out loud]...or at all. ...I must've got hit with Hypnotick's hypnosis again..."_

"_You're the world's best hero, Ben 10!" the crowd cheered._

"_...Yeah...but...being a hero isn't about fame," Ben spoke, making the crowd stop, "It's about putting others before yourself or what you want. It's about doing the right thing because it's the right thing to do...it's about making a difference."_

"_But...you got the power to save the galaxy...over a million times!" one member of tee crowd shouted._

"_Yeah...but to quote a certain comic book hero; With great power...comes great responsibility," Ben stated as he smiled, "Yeah...I know it's not always glamorous...and I could do to stop being a jerk about it...but...I still got the power. And to just ignore all the good I could be doing with it...that's the worst thing I could ever do. If I did...I don't think my grandfather, my cousin..._anyone, _really, could ever look at me again…"_

* * *

"Ugh…." Big Chill groaned as he shook his head, quickly cloaking himself in his wings as he floated down, "That was close…"

"Ben...is that you? Did...you snap out of it?" Mai asked.

"Somehow yes," he sighed, "It took a bit of mental gymnastics...and admitting some stuff I'll never say out loud as long as Makoto is around..." he spoke, extending one of his wings and slapping it in her face to cover her eyes.

"Ahh! Wh...what happened?!" Makoto exclaimed as she looked around, the Beastkin feeling something wet on her cheek as she put a hand on her face, "...was...was I crying?"

"I am getting really annoyed at this mutt," Big Chill scowled, earning a snarling noise from Hypnotick, "...Wait a second. That knock off Omnitrix has the predators for all the aliens I have, but only the ones they probably know I have." he tapped his Omnitrix and a blast of water from Overflow slammed into Hypnotick, causing her to fall to the ground, "But I haven't shown off Overflow!"

"...No, seriously, was I crying?" Makoto asked as she looked at Mai as Overflow fired another blast at Hypnotick, "Did…did I say anything...weird?"

"No...all I heard was you whispering 'humans and Beastkin finally getting along'...and that you could finally enjoy being with your friends," Mai answered.

"...Really now…?" Makoto asked, a hint of sadness in her voice, _'So..it made me dream of my deepest wish...no wonder I feel sad ...and it's being replaced with growing rage towards Khyber for making me go through that and not realize it was fake!'_

"I thought bugs hated water!" Overflow complained, "Why are your wings still working!? Water always grounded Stinkfly...oh…"

"NO!" the girls quickly complained.

"Okay, okay! Geez...you guys are picky! You know chances are half my aliens are super gross...they're aliens...oh my god! She got me!" he panicked as he was snagged and lifted into the air, "I am not a shellfish! This is not shell; it's glass! Let me go, you crazy Mothra ripoff!"

"It doesn't have moth wings!" Makoto argued

"Don't argue with me, Makoto!" he shouted as they looped around the building, "Also help!"

"Right!" Mai nodded before reeling her spear back and aimed at the flying predator, letting it fly.

Hypnotick noticed the spear flying towards it before flying to the right to dodge it, immediately becoming intangible as soon as it 'reflected' off the air and right back towards it, causing the weapon to go right through. However, just as it became visible again, the spear 'reflected' off the air once more as it hit the predator on its back, making her hiss in pain as it dropped Overflow.

"BWAH!" Overflow yelped as he early fell only to quickly use his water blasts to get back to the roof, "Phew! Thanks, Mai."

"No problm," Mai nodded as she caught her spear.

"..Your original spear could do that?" Makoto asked.

"Yup. Believe me...it took a while to master," Mai admitted with a sheepish chuckle.

"...That is so c-" Makoto began before Hypnotick flew up before them, "Ah! She's back!"

"Don't worry! I…" Overflow began as he aimed at the predator.

"Wait," Mai held a hand up, making him stop, "She...she's just...floating there."

"Eh?"

"Hello...oi, Bitey...come on...yummy Hero snacks right here...Eat Makoto first!" he flinched before lowering his hands in realization, "Uh...yeah...nada."

"Why me first!?" Makoto asked, smacking him upside the back of his head.

"Well I'd picture you fighting your way out of it if she did eat you."

"...I am so getting you back later…" Makoto frowned.

"Fine. I'll tell you how badly I ruined talking to my first crush just...later!" Overflow complained as she held her hands up in a show of she gives up on their little taunting game, "What's it doing?"

"That's a good question…" Mai muttered as she looked at it, "It's like it's waiting for a command...or…"

"...It's playing decoy for someone…" Overflow realized.

"Wait, what?!" Makoto gawked, "Wait...but why would Khyber have his pet play decoy?!"

"Good question...and sadly none of us can ask it...unless Makoto suddenly developed the power to talk to animals after all the insane things like the radiation we've been exposed to in the tech lab…" Overflow rambled as Makoto, in panic, began checking her tail to see if any fur had fallen out.

"Kajun, we think Khyber's planning something and having his pet be a decoy to keep Ben away," Mai explained into her comm.

=I know...and I think I know what= Kajun answered =I just met back up with Noel and Jenny, and we spotted something up with the ProtoTR…=

**=Hmm? Now who do we have here…=**

"?!" Overflow tensed at that voice, a voice he hoped...no. _Prayed _he would never hear again.

* * *

"Wh...what is that?!" Jenny gasped as she, Noel, and Kajun stepped back from Malware, who was inside of the ProtoTRUK as he had hopped out.

**=Well now...If it isn't the little team of adorable helpers Tennyson is accumulating=** Malware spoke, standing over them **=Are you speaking to him now…?=** he asked as their badges were swiped by a tentacle from his chest, **=Ben...is that you? I hope you're doing well...Finally grown some? It does hurt my neck to look down on you so much=** he laughed, raising his hand as red electricity sparked along it before swinging his arm and struck the girls, sending them flying away.

=You can't be here...It's not possible!= Overflow exclaimed on the line.

**=Come now, Tennyson. You didn't think that a child could get rid of me that easily, now did you?=**

=Stay away from my team! I'm warning you!= Overflow growled...albeit there was an actual shaking to his voice.

_**You**_** are warning **_**me**_**? Ha! No, **_**I'm**_** warning **_**you**_**! You and your team stay away from me. You know what I am capable of. Was I not the final straw for you having the Omnitrix removed after that summer or not?=**

=...=

**=Or perhaps...I should remind you by doing what I did to that one form of yours...to one of your three teammates here…=** Malware continued as he turned his head to look over at Jenny **=Perhaps the gynoid as an example=**

=Stop!= all those on the other side panicked

**=Yes, that's right, Ben. It's been 5 long years but I am still very upset for scrambling my atoms and genetic structure...Oh, but that is but...how do you humans call it...Small potatoes. No...you are just a stop on my greater goal...and what a goal it'll be= **Malware stated **=...And you know what? Just to spite you, Tennyson…**= his arm began to stretch out towards Jenny, making her eyes widen before a shot hit his arm, making him reel back **=...=**

"Don't you dare…" Noel frowned, a serious tone in her voice as she aimed her guns at Malware, "Don't you dare harm my friend…"

=Noel, don't!= Overflow shouted before the badges began to turn into dust in Malware's hand.

**=Well now...Those are interesting guns=** Malware noted **=The ammunition is quite different from the normal ones used by Plumbers or many species from different planets...perhaps I sh...=**

***BANG BANG-BANG!***

**=...And they transform, too…= **Malware noted, seeing Noel's guns had converted into a shotgun of sorts, his body reforming from the holes made in it **=You have some fascinating toys, child...How do you make them work? It's as if it's by mental command...Mayhaps you have some one of a kind technology=** he spoke, raising his arms as his claws grew larger, he laughed as he stomped closer and closer to Noel **=Oh, my dear girl, you have truly...**_**truly**_**...interested me=**

Noel continued to glare at him as she cautiously stepped back...while keeping a defensive stance before Jenny to make sure he wouldn't touch her. Malware stepped closer as Noel ran out of room behind her. The evil Mechamorph raised his hands only to grunt when he was blasted by a wave of fire, making him turn to see Heatblast.

Malware moved to attack only to be blasted by a larger stream of fire. Heatblast breathed as powerful emotions began to control him, fueling his flames to higher temperatures. He grunted as he stopped for a moment. Malware glowed with heat as he reformed to his original monstrous visage and laughed, shaking off the attack as little more than an inconvenience. The two stood their ground and blasted fire and red energy at one another, letting the attacks clash in mid-air.

"Ah...ah…" Heatblast panted as his emotions continued to skyrocket.

**=What's the matter, Ben? You look shaken...Perhaps you're seeing haunting visions of the past?=** Malware asked as their attacks pushed against one another.

"Malware!" he roared as the flames grew even larger and began overtaking Malware's beam.

"Wow...He's livid," Jenny whispered with wide eyes.

"No kidding…" Makoto muttered as she and Mai ran over, "This..this is the first time I've seen Ben like this.."

"...Not good," Kajun whispered, pulling out her touchpad as she tapped something on it, "...His temperature keeps increasing. If he doesn't stop..." she looked ahead, seeing the ground underneath Heatblast beginning to melt and bubble, "He could turn into a miniature supernova and take out half the city."

"Grr!" Heatblast grunted as his stream of fire just grew larger as it began inching closer and closer to Malware. He grunted as the flames on his body grew out of control and the ground around him continued to heat up and slowly bubble.

**=Hahahaha!=** Malware laughed as his arms morphed into giant canons as he fired a beam which tore through the flames and blasted Heatblast, sending him flying and slamming into a billboard, tearing through and lighting the rim of the hole he tore on fire **=Even with all the mastery of your powers you can't beat me, Ben. You never could even with a form you used like a second skin. What makes you think your army of other forms can now?=**

"MALWARE!"

"Ben, stop!" Kajun shouted as the flames on Heatblast grew, "Not good...someone has to get in close and force him to change."

"But..who can get close enough with that amount of heat?" Mai asked.

"I don't know...they'd need to head in fast, and try and get out before they suffer too much burn damage, and the only two I know who can be that possibly fast…" Kajun paused as she looked at Makoto and Jenny, "Are you two…"

"I'll go," Makoto offered, "I'm really not gonna like it…" she admitted as her ears drooped.

"But...Makoto y-" Jenny began.

"You're too damaged from the fight with Slamworm earlier, Jenny…" Makoto argued before glaring at Malware, "And like hell I'm gonna let this guy use you to hurt Ben."

"...But what ab-"

"I'll cover her…" Noel spoke, the serious tone still in her voice...only it sounded more emotionless

"...Noel?" Mai blinked at the tone, _'Is..is she okay?'_

**=Your attempts to overcome me as you are are quite pitiful=** Malware noted in mock shame **=Perhaps if you had that one form...you would've stood a chance=**

"RAH!" Heatblast roared striking the ground as he sent a wave of fire which turned the asphalt into a molten tidal wave.

**=Ha! Is that all?!= **Malware laughed as he fired at the lava waved, causing it to split and hit two cars beside him **=At this rate you'll destroy the city just to…=**

"HAAAAAAAA!" Makoto roared, getting his attention as he spotted her running towards Heatblast, ignoring the growing searing heat.

**=Hmm? What is that…= **Malware began before some shots sent him staggering back a bit.

"Makoto?" Heatblast paused as his flames dimmed to normal, "What are you…?"

"Stopping you from melting the city!" Makoto shouted, her armor starting to dissipate and melt off as she quickly hit the Omnitrix symbol on his chest, changing him back into Ben, "Phew…" she sighed, only to lose her balance and fall forward into Ben.

"Gah/Kya!" they both cried in shock as they stumbled along the ground.

"I should have seen that coming…" Kajun muttered.

A scream made everyone turn to see the wooden bell rolling towards a group of people.

**=Your choice, heroes. Me or them= **Malware informed.

"Jenny!" Kajun called.

"On it!" the robot of the group replied, quickly flying towards the bell and made her uninjured limb expand to grab the bell as Malware fired at the ground before him, creating a small explosion that, when the smoke faded, revealed he had vanished.

"...he escaped…" Kajun whispered.

"Guys!" the girls looked over to see Rook run over, holding Tsubaki over his shoulder as they sported a few cuts and dents in their armor, "Khyber escaped...we..." he soon took notice of the area, "...What...happened?"

"Lots of things!" Ben exclaimed.

"There was someone named Malware in the ProtoTRUK," Noel added.

"My truck?!" Rook exclaimed as he ran into the back of it to inspect.

"Malware?" tsubaki asked.

"Someone I…" Ben began as he started to get up before he felt his hand touch something soft, "...Please tell me that's a pillow I just grabbed…"

"No…" Rook groaned, pinching his nose and looking away, "Get a medical kit…"

* * *

"I am really glad Dr. Wakeman kept a repair manual for you," Kajun noted, a welding mask over her face as she worked on welding something in Jenny's damaged arm.

"Is it too late to ask for that coating you, Blukic, and Driba were talking about?" Jenny asked, "I don't want to get into a fight only to learn they have something that can melt me down like that big worm."

"After repairs," Kajun spoke.

"Aww…" Jenny pouted at that, "...You think Ben's gonna be okay?"

"Ow…." his voice groaned from down the hall.

"Not any time today…" Kajun replied.

"If there's one univeral law known to all…" Blukic spoke, "It's that you do NOT anger a lady."

"Nope...don't do it," Driba nodded in agreement.

"What I want to know is what was with that Malware guy," Jenny noted.

"Malware?!" Blukic and Driba exclaimed.

"You know him?" the girls asked.

"He's only the most evil life form we_ don't_ have locked away in here!" Driba shouted.

"We don't have a way to keep him locked up since he'd just absorb it and adapt it to let him use it on others," Blukic informed.

"Then why has he not appeared 'till now?" Kajun asked.

"Well...until Ben suspected he was alive...we all assumed he was dead," Driba explained, "Done in by trying to absorb the Omnitrix when Ben was eleven."

"We don't know all them details, but whatever he did really got to Ben," Blukic explained, "Spooked him so bad that he got it off his wrist and didn't put it back on 'till he was fifteen."

"So...he truly is one of the worst Monsters Ben ever faced," Kajun spoke, "But...why does he look the way he does? He's a Galvanic Mechamorph, correct?"

"Malware is a horrible mutant born as a mistake of the process that made his healthy brothers and sisters," Driba spoke, "He was sick and weak, corrupting all he touched until First Thinker Azmuth's cure made him power hungry and an inverted type of Mechamorph."

"Inverted?" Jenny repeated.

"Rather then merging with and enhancing technology, he absorbs it into himself and improves himself, destroying the original and giving himself new powers and abilities." Driba clarified.

"...I...I'm sorry but, did you just say…'destroying the original?'"

"Yes."

"...By any chance, does said destruction look like the item in question turning to dust?"

"Eeyup."

"...He absorbed the Plumber badges on us," Kajun noted.

"?!" the Galvans' eyes widened.

"So that means everything in those badges...he can use now?" Jenny asked before tensing in realization, "...And he was gonna try and touch me...oh jumpin' jiminies...I would've been dust…"

"You're lucky. Even with how advanced you are, if you aren't made of the material that the Omnitrix is made of you'd never survive his touch."

"Because no one knows what it is…" Blukic whispered in a whimsical mysterious tone.

"Not the time!" Driba exclaimed, "We need to inform Magister Tennyson about Malware now having Plumber badge tech integrated into him! Oh, there's going to be weeks of reorganizing and recoding and password alterations and..."

"...Something doesn't add up," Kajun spoke, earning Jenny's attention, "Why was Malware in the ProtoTRUK...and what did he want that was so important, that Khyber was used as a distraction…?"

"Well, maybe it was something Rook's truck has that he needs...but what's missing from it?" Jenny offered.

* * *

"I do not understand...everything is still here…" Rook spoke, taking apart the engine and cabin of the ProtoTRUK, "I had the ProtoTool, and none of the tech invested into the ProtoTRUK has vanished...so what was his goal?"

"Did you try looking at the ship's computer?" Tsubaki asked, "It could be possible he stole some files."

"Files? Of course!" Rook realized.

"The only question now would be which files did he steal," Tsubaki continued as Rook began to check his computer systems.

"Fortunately, he did not take the folder for the superheroes of Earth," Rook noted, "It was not accessed at all, meaning he did not consider it important….however...a section of the main memory core was destroyed, along with some of the auxiliary power systems."

"Odd…" Tsubaki muttered, "What was his motive then?"

"I can't say...I would need to reboot everything and comb over every file to see if any were copied, altered, or damaged...oh…" Rook realized, "I am on it." he sighed.

"Good…."

* * *

"Knock knock…" Makoto spoke as she slowly opened the door, wearing a simple orange tee and black shorts as she looked at Ben...who sported a black eye, "Eh heh...sorry about the eye...I guess you could say what you did was payback for all the times I smothered you in my chest."

'..."

"...Okay. Cheering you up didn't work…" Makoto whispered as she walked in, "Is everything okay?"

"It's not the eye...it's just...I was so hoping he really wasn't alive…" Ben spoke, "For years, Malware haunted me as the one badguy who really got to me. Not even Vilgax was as bad as him...But that's just cause...Malware...literally..._killed _a part of me."

"?!" Makoto's ears and tail shot up as her eyes widened.

"It's...hard to explain…" he sighed, "You know how when I transform it's like I'm both myself and someone new? Well...I use to have an alien I used so much it wasn't like that...it was like...that guy and me were the same. In a sense that I felt so comfortable as him...to the point I wished I could just be him all the time and never have to go back to...me."

"...By any chance, was this Alien's name...Feedback?" Makoto guessed, earning a nod, _'And from how he's talking...he must have become addicted to that form like a drug.'_

"You know I can guess what you're thinking…" he sighed, "Gwen kept complaining about that same thing whenever I started using one alien too often," he added, "But...even if it was like that...this was something different. When I used Feedback I felt...normal. It didn't feel weird when I transformed. I guess I just adapted to the form so much. It really felt more like a part of me than any other transformation."

"...How...did you lose him?"

"...Malware...he...he somehow dragged him out of the Omnitrix and...destroyed him right in front of my eyes," Ben replied, his hands balling up into fists, "When that happened...something inside me snapped." he paused, "Even when I faced the most evil and disgusting enemies...I never felt such a thing...an urge to just...to just…"

"...An urge to kill…"

"Somewhat...I was so blinded with rage, I...I used the Omnitrix to destroy Malware and...I...I never felt so angry and scared before in my life…" Ben replied, "And I was 11 at the time, so...imagine if you're a kid...having dealt with such a traumatic event…losing so badly...and it was all your fault..."

"I can't even begin to imagine that level of trauma," Makoto admitted.

"I...It wasn't pretty. Spent a few months seeing a Plumbers psychiatrist," Ben admitted, "Eventually, I got the Omnitrix taken off-and don't get me started on how much of a pain it was getting it off-and threw it into my closet until I was fifteen and tried to avoid anything related to aliens that entire time I didn't wear it. I...I wanted to be a normal kid..."

"...I see…" Makoto whispered, her ears drooping a bit before she shook it off, "Sorry. I...shouldn't have asked…"

"It's the first time I've ever talked about it...since then," Ben sighed, "I just wanted to forget it...pretend it never happened...but now...Malware is back...and I just keep reliving that horrible last day of Summer."

"...Well…" Ben blinked twice as he felt something soft and fluffy wrap around him from behind as Makoto put an arm over his shoulders, "You're not facing him alone. You're gonna have back up from some heavy hitters so that next time we see that jerk? He's gonna wish you took care of him that day...and honestly, I want a piece of him."

"Hmm?"

"If it wasn't obvious Ben, I care deeply about my friends, you included...and if anyone..._anyone _ever harmed them in some way, shape, or form...I will personally hunt them down and make...them..._pay_," Makoto stated in a VERY serious tone..before grinning a bit, "But yeah. Next time we see him...be sure to let me get a blow in on that jerk. We are a team...no. Partners after all, right?"

"Thanks," he smiled, leaning into the hug, "I guess it helped to finally get it all out...you know…"

"Yeah...now don't move...I think Noel is spying on us with stars for eyes...or are they hearts?" Makoto asked, not looking up.

"Hearts…" Ben groaned, "...Does she have a notepad in her hand?"

"Nope...blank book..."

"I have...very bad feelings about this…" Ben admitted.

"I know...I'm gonna stop her," Makoto smiled as Noel realized what she said and ran, "Noellie!" she shouted, releasing the hug as she began running after her.

"Keep away from my book!" Noel cried.

"Don't use us as material, dang it!"

"But...it's so good!"

"It's not like that!"

"I politely disagree!" Noel complained.

"When did you get so fast!?" Makoto complained as the sounds of things falling over could be heard, "I didn't do it!"

"...Heh. Man she's complicated...fun, but complicated," Ben chuckled to himself, "...Makes me wonder if she has someone waiting on her back in her time."

"Nope! Single a-heyeheyheyheyhey! Noellie, don't even think about it!"

"I am! And I will not be censored!"

"Why are you suddenly so strong willed?! Give me that thing!"

"Eek!" at that, an even larger crashing sound was heard.

"What in the name of...Makoto!? Why did you demolish my private office wall!?" Max snapped.

"Noel did it!"

"Eh?! But you were chasing me because I saw you and Ben hu-mmmph?!"

"Humming! We were humm-yow! Noellie?!"

"They were hugging!"

"...Forget you heard that, sir."

"Both of you are getting a pay deduction for the next month to pay for repairs to the wall."

"Aw…"

"Be thankful I'm not letting Ben call the guy who's going to repair it since that'd be three months of pay deductions."

"...eep."

"...Yep. Really complicated and fun," Ben snickered.

* * *

_SZ: Zzzz…_

_GT: And he's out for the count it seems._

_Z0: So this chapter sure ended up being more heavy then we intended. But we hope the end bit of comedy helped, oh boy do we give Noel a lot of material to use...does this make us benevolent...or malevolent?_

_GT: Benmalevolent?_

_Z0: Malbenevolent...no that one's stupid yours works better as its a pun on Ben the character we torure with half this stuff. While we talk nonsense you read and review readers, buh-bye~_

_GT: Toodles._


	18. Remix Heart Roll out! Pt 1

_SZ:...no sign of Z0..._

_GT: I'm sure Z0 will turn up sooner or later for this. In the meantime, I shall…*gets tackled and chained up to a wall by SZ*_

_SZ: Don't even think about it, mister! No explosion or anything!_

_GT: What? I wasn't gonna do that._

_SZ: You know what!_

_GT: That's the job of the space vehicle falling into orbit this chapter._

_SZ: Th...nevermind. We own nothing aside from original content, so enjoy the chapter folks!_

_GT: Well, that and the Charged Creeper from Minecraft that's right behind you. *SZ looks behind himself to see a Charge Creeper about, hissing and waving with a stubby limb at him*_

_SZ: ...Aw cr-_

_***KABOOM!***_

* * *

Depending on where you live on a planet, day and night are dependent upon which side of the surface faces the sun. For one vessel, the side facing away from the sun was its destination. Inside of the vessel, a hand tapped on a glowing console.

"These are the coordinates provided by them," the pilot noted before something crashed into the ship and an alarm blared, "What the slag?! Frag! Something clogged the thrusters!" the pilot typed rapidly, "Alert! To anyone who can pick up on this communication! This is the Orion Pax Sigma! I have lost control of the ship and am falling into orbit! Wherever I land, please find it! I am here on urgent business! I repeat, alert! To…" the pilot cried out as the console began to spark and blow up in places, "Gah! Slag! Gotta get to a pod!"

The pilot spun around only to scream when the console exploded behind them, sending them crashing into another console, letting the screen display 'SCAN MODE: ACTIVATED.' The console sparked as the pilot laid still on the ground, the impact having knocked them out. Outside, the vessel began glowing as it entered the atmosphere. The console sparked again and the display read 'ERROR: UNABLE TO PERFORM COMPLETE SCAN. SOLUTION: SECOND SAMPLE OBTAINING'. Outside, a wave of yellow energy spun around the vessel in the form of two large discs just as it flew over a zoo. One wave washed over an eagle flying nearby while the other washed over an artificial den in the zoo. The fire-engulfed vessel finally crashed down in a forest lake, sending up a pillar of water just as the screen sparked and read 'EMERGENCY EJECT: ACTIVE.' Soon, the water settled and a calmness covered the forest, the full moon above it all, seemingly the only observer alongside the stars.

* * *

"Mou…" Makoto muttered, just flipping through channels on the TV while wearing just a white sports bra and gym shorts.

"Are you still annoyed that we couldn't go with Ben and Rook to see Rook's planet?" Tsubaki questioned, wearing a cream blouse and brown pants as she was on her laptop at the table.

"What do you think?" Makoto muttered, "Also...ugh! I'm so _boooooorrrrred!_" she added as she plopped onto the couch.

"Why not go to the gym then?"

"Can't...it's closed down for renovations…also there's nothing on TV!"

"Really?" Jenny asked as she sat down beside her, "It looked like there was a lot on to me. Not like the petting pantries where you'd sometimes end up seeing the same ol' cartoon twice in a row and you had to pay for all that, too."

"True, but most of the time there's usually nothing good on TV," Makoto argued as she changed the channel, "...There's a show on paint drying?! Who watches that? Snails?!"

"If you're that bored Makoto, then why not help Noel in the kitchen? Or help Mai out in whatever Kajun has her doing?" Tsubaki suggested.

"...Noel's in the kitchen?" Makoto asked, her ears drooping in worry.

"Yes. She's trying to make a new type of banana...bread…muffins..." Tsubaki replied as she slowly blinked in realization "...Noel, you are using bananas right?"

"Hai! Demo..I think they can use more...OH! Fruit Basket Bread Muffins!" Noel gasped from the kitchen, "And to give them a sweeter taste, I'll add some jelly in the middle so they can also be both hot and cool on the inside!"

"...That...that actually sounds normal," Makoto admitted.

"What kinds of jelly?" Tsubaki asked.

"Magister Tennyson showed me how to make jelly made from coffee beans!" Noel beamed.

"I spoke too soon…" Makoto muttered with a sweatdrop.

"Some days, I'm jealous of some of the stuff organics can do...then there are days like this where I'm glad I can't," Jenny noted before Makoto gave her a look, "...Eh-heh-heh...Um…" she ran off, "I'll go check on Kajun and Mai! Okay-thanks-bye! I'm blousing!"

"Wait! Don't leave us w-" Makoto began before Jenny closed the door behind her, "..."

* * *

"Blast it all!" Kajun groaned, hitting her forehead on the desk.

"Seriously, what are you doing?" Mai asked, going through stances with her spear nearby.

"Blukic and Driba found Dr. Wakeman's account in the Plumbers Earth database, but I just can't figure out her password to look!" Kajun explained, showing her laptop reading 'ACCESS DENIED.'

"Maybe Jenny knows something. It is her mother after all," Mai offered, "Chances are she'd know her quirks of her mother and what secret word she'd use. Chances are I could do the same for one of my parents and you, too."

"..." Kajun glanced away from Mai as an awkward silence filled the air.

"...Oh...um...I…" Mai stammered, realizing she may have touched a bad thing.

"Girls, help! I think Makoto's going to do something to me!" Jenny yelped as she ran through the door, leaving a hole shaped like her in it, "...oopsie. Um, I can fix that?"

"...Jennifer, good timing!" Kajun declared, shooting up and pulling Jenny over, "I need your help with something!"

"Hmm?"

"I've recently obtained your mother's account in the Earth Plumbers database, and I was hoping you might know what passwords she would've possibly used," Kajun explained as she moved Jenny before her laptop.

"Huh? Mom's password?" she blinked, taking a few moments to think, "This is multiple tries, right?"

"Yes...for the past hour and a half…" Kajun sighed.

"Okay I might have a few guesses…" Jenny muttered as her fingers extended and multiplied, allowing her to rapidly type and enter every password she could think of as well any numbers added as security variables. Mai and Kajun awed as after a few seconds of rapid attempts, a final try ended when a ding went off, indicating the proper password, "She used 'Jenny' as the password."

"Huh...why didn't I think of that?" Kajun muttered.

"You were thinking like a scientist first," Mai reasoned, "Mrs. Wakeman was thinking like a mom."

"..."

"...Kajun?"

"...I...of course…" Kajun whispered, pinching the bridge of her nose.

"So why did you want to get into mom's account?" Jenny asked.

"Hmm? Oh! Yes...I was hoping to find some…" Kajun began before her Plumber's Badge went off, "..." _'...Of course...OF COURSE JUST AS I FINALLY GET IN!'_

"FINALLY! SOME ACTION!" Makoto exclaimed from the next room.

"Can we not…?" Mai asked.

"No complaints! Let's go!" Makoto shouted, grabbing everyone and dragging them out.

"GET CHANGED FIRST, MAKOTO!"

"I got my Armor!" she declared, kicking the door open as her armor formed around her, "Now let's go!"

"The account…" Kajun whined.

"Question," Jenny spoke, "Do we even know where we're supposed to go?"

Makoto halted there, "...uh…"

Tsubaki sighed as she answered her badge, "Tsubaki Yayoi reporting."

=Sorry to interrupt you all, girls, but we've got transport ready for you girls. I'm sure out of all of you, Jenny will be the most excited=

"Hm? Why, sir?" Jenny asked.

=You're going to Mt. Rushmore, the base Dr. Wakeman was in charge of=

"Wait...this is a sciency thing!?" Makoto asked shocked, "You mean...no punchy punchy…?" she asked in a dejected tone as if a child ready to cry in disappointment.

"Makoto…"

"I WAS SO HYPED~!"

"Now Kajun is hyped…" Mai sighed noting the giddy look on her face.

=There might be, Makoto. Reports have been coming in on people being attacked at night. So far, no casualties= Max explained as a Plumbers ship landed near them =Patelliday is at the Mt. Rushmore base and will fill you in when you get there. Good luck=

"And once more I'm hyped!" Makoto beamed before rushing into the ship, "Ikuzo, Team Remix Heart!"

"Ahh…" Noel comically cried as she was dragged out, "But...my muffins…."

* * *

"Whoa…!" Jenny awed, looking upon the four faces of the monument.

"I'm not surprised you didn't see this in the twenties, it was only just beginning to be made when you were put into that repair chamber," Tsubaki noted, "From what I've read, it took from 1927 to 1941 to build it, starting on August 10."

"I went into the chamber in July," Jenny noted.

"She must have joined the Earth Plumbers not long after…" Tsubaki theorized.

"Now it's not as...fancy as what we got back home," Patelliday spoke while walking over to them, "But this old base still got some use to it. You know...after we fix the damage Ben caused from his fight with Dagon Empowered Vilgax…"

"How bad could it be?" Makoto asked.

"Washington's face is a hologram…" Patelliday explained, chucking a rock through said face and causing it to flicker for a moment, "But while doing maintenance, thankfully, we discovered the lower levels were perfectly intact! And opened up some older looking labs and offices, ooh boy the things we found!"

"What did you find?" Kajun asked, excitement in her tone.

"Well in the labs was some real handy tech! In the offices were records and reports that fill in a lat of gaps from the early 30's 'till the 60's!" Pateliday spoke, "30 years where history for Earth Plumbers was all gobbledygook! Though, uh...we did destroy something that was in there, some sorta raggedy thing that tried to get onto Robucket."

"Whoa, what happened?" Makoto asked.

"Heck if I know. All I was told is one of the rookies panicked and began shouting: KILL IT WITH FIRE!" he shouted, "Which he did...he uh...dumped the remains in that literal dumpster fire over there…" he pointed where several male Plumbers tossed entire logs into a roaring fire.

"Raggedy? Um...did they describe it as some sorta patchwork cloth? Had orange 'hair?'" Jenny asked.

"I think so. Why do you ask?"

"That...was kinda mine," Jenny admitted, "It was supposed to make me look like a human, but it became sentient and took over my body until I managed to force it off by dunking an egg creme on my head. I guess mom kept it here to try to fix what went wrong." her left eye extended before projecting a silent film of a shapely young teenage girl with pigtails in a dress, "When I put it one, I looked like this."

"A prototype to the ID Masks we use today," Patelliday noted.

"We'll never know," Makoto spoke, lifting a giant log over to the fire as the Plumbers cheered.

"...So what can you tell us about these attacks, sir?" Mai asked.

"From what we've been able to get, the attacks happen at night and often go after campsites that are in the area," Patelliday explained, "Whatever it is…" he pointed over at the remains of a vehicle being brought in, "It was able to total that with just one blow."

"Meep…" Noel replied.

"Well...this seems like a fun game of 'Hunt the Dangerous Forest Monster'…" Makoto added with the strongest sarcasm she could muster.

"...Makoto, let go of my chest," Mai deadpanned.

"Ehehehe…"

"Makoto...We talked to you about this," Patelliday put his hands on his hips.

"I can't help it! It happens when I get scared!"

"Well...we know what class you're gonna have to sit through again, young lady," Patelliday sighed, "We never thought those office harassment tapes would need to be used for one person alone…"

"Jumpin' jimminies, what could've caused this?" Jenny pondered as she and Kajun walked over to the vehicle."

"Hmm...whatever did this was large. Possibly as big as the Rustbucket," Kajun guessed, putting a hand on a series of deep gashes tearing through it, "It could have claws and, hm? Hello…" she reached in and pulled out a feather as big as her arm that was primarily silver and turned bronze and white near the end, "Now what's this?"

"We'll have the boys look it over," Patelliday noted, "But I don't think there's an animal on this planet that's got wings big enough for that feather. And if'n there is...I am not going to become its dinner, no siree."

"...We're gonna investigate that, aren't we?"

"Of course," Tsubaki replied.

"...oh…" Noel groaned as she fainted, being caught by Makoto's tail.

"Um...how are we gonna do that?" Makoto asked.

* * *

"'How are we gonna do that,' I asked…" Makoto grumbled, pulling a rope that pulled up a large bag up into a tree.

"Uh, why are you doing that, Makoto? We haven't even gotten anything for dinner out," Mai asked.

"So Noellie doesn't cook everything," Makoto replied, "Now don't get me wrong, I love camping. But we're camping to bring out some sorta monster! Ugh...How come Kajun and Jenny got a pass?!"

"Because Kajun is helping with studying the feather and Jenny is looking at everything her mom and friends from the twenties did involving the Plumbers," Mai replied.

"This is quite nice," Tsubaki noted as she and Noel came over from a nearby path into the campsite where a blue RV was set up, "And quite nice that they lent us one of the Rustbuckets they had in the base to rest in."

"H-hai," Noel nodded in agreement

"Who knew Max had so many...wait. Never mind...Ben's probably the reason," Makoto sighed.

"Actually, they're standard issue for mobile agents," Tsubaki explained, "Magister Tennyson has one because it doubles as his home."

"Ahh…" Makoto nodded a bit, "I wonder how Jenny's doing...?"

* * *

"Huh?!" Jenny gawked.

"Yes, this is just a shell," a human Plumber noted, tapping the chest of a bulky silver humanoid robot with the head shaped to resemble a handsome man of the 1920s before it opened up, showing a cockpit, "See?"

"How could someone tear out his insides and turn him into a suit?!" Jenny gawked before hugging it, "Oh, Silver Shell, what did they do to you?!"

"...She's aware that the blueprints we found show that this was always meant to be true, right?" the agent whispered to Kajun, who was looking at said blueprints.

"Read this line," Kajun replied, pointing to a little scribble in the corner.

The Plumber muttered the line to himself before blinking twice, "Wait. This is…?"

"Yes. Was in repair since the end of the 1920s due to a malfunction in the repair system," Kajun explained.

"...Wow. ...The guy knew that she's a robot, right?"

"Most likely. Hence the armor."

"...The more we find down here, the more I'm left in shock at the personalities of the people who worked in the Plumbers from the 1920s."

"Indeed," Kajun nodded.

"I hope t…" Jenny began before she noticed a wanted poster of herself, "...someone kept that?"

"You were wanted?"

"...Twice actually. Once on the Cluster Home World when Vexus was still in charge, and the other…" Jenny paused as she sheepishly rubbed the back of her head, "Was because I ended up destroying every holiday on Earth."

"Hacking unit? Or Mind control?" Kajun asked

"A bit of both...this one rich kid used me to do it, and I became the most wanted person on Earth for a while."

"Hmm...remind me to update your mental...security so that doesn't happen again," Kajun muttered, tapping Jenny's head with a pen, "It would be really annoying if an enemy learned of that."

"Agreed," Jenny replied, cringing a bit before thinking for a moment, "Though now I'm wondering if that Billy brat is a descendant of his..."

"Nightmares for another day…" Kajun shook her head, "Let's finish looking around. For all we know, your mother left you something."

"Right," Jenny agreed.

* * *

"Makoto…"

"What?" Makoto asked, looking up from the stick she had stuck several marshmallows to and currently holding over the fire.

"We're supposed to be on lookout, not roasting marshmallows," Tsubaki scowled, hands on her hips.

"Aw c'mon~! What's wrong with a little snack while waiting?" Makoto asked, "Sides...it's a campfire. You're supposed to keep it lit and roast marshmallows over it! Seriously, having a campfire and _not_ roast marshmallows is like...not adding chestnuts to a chestnut parfait!"

"Ugh...honestly…" Tsubaki sighed, rubbing the bridge of her nose.

"Just one?" Makoto asked, "C'mon! The alternative is Noel's whatever she's making with Max's emergency rations."

"...On second thought, move aside," Tsubaki said as she grabbed a nearby stick, "Also Mai, check on Noel, would you?"

"Yay!" Mai cheered as she skipped off to the RV.

"...Uh...should we ask the Galvans if they could figure out how to cure her tongue?" Makoto asked.

"Hmm?"

"I mean, I know she likes the taste...but I mean, what are the long term effects on her digestion system?" Makoto pointed out while rubbing her own stomach for emphasis.

"I'm...I'm not sure," Tsubaki replied, blinking twice, "...Do you think Kajun has notes on it?"

"Eh, probably," Makoto shrugged as she pulled her stick back and blew out the marshmallow that had caught fire, "Nice." she opened her mouth when her tail shot straight up, "?!"

"Makoto?" Tsubaki pondered as the Beastkin jumped up and looked around.

"We're not alone…" Makoto whispered, pulling her tonfa out as she cautiously looked around, "Something's watching us...something..._big_."

For a moment, all was still. The full moon and the stars above twinkled and shone. Nothing was out of the ordinary, and yet…

_***Awooooooeeech…***_

"?!" Tsubaki tensed as she shot up, pulling out her sword and shield.

"You heard that, right?!" Mai called out as she and Noel rushed out of the RV, weapons out as they joined the two.

"W-Was that a wolf or an eagle?!" Noel asked.

"Not sure..I think it was a combination of both," Makoto replied as the four stood back to back, "...Think maybe it's Animo?"

"I doubt it. He's still in his cell back at HQ," Tsubaki replied, "I think he was making a Beastkin doll using an octopus plush."

"RED FLAG!-!" Makoto snapped at that.

"Um...d-did it get darker all of a sudden?" Noel asked.

"Huh?" Mai blinked before looking up, "OH SHOOT! MOVE IT!"

The four girls jumped out of the way just before a massive object crashed onto the fire, dispersing it and bringing up a burst of dirt and ashes. Glowing red eyes flared in the improvised smokescreen before whatever struck the ground slammed against the tree holding their food supplies, knocking it over.

"Hey...HEY! That's OUR FOOD!" Makoto snapped as she rushed and grabbed a boulder almost as big as her before tossing it at the monster, knocking it down before it could take off again, "Bullseye!"

"Ow!"

"...Did...did it just say….'ow'?" Noel gulped as she hid behind her three friends.

"Oh, so you're sentient huh!?" Makoto snapped, ripping a tree out of the ground, "COME HERE!" she snapped, swinging it around like a club, "This is personal now!"

She swung it at the figure, who snarled and jumped over the tree. A blast of wind slammed into Makoto, knocking her over and caused the tree to land on her.

"Gah!" Makoto grunted beneath it.

Mai threw her spear at the figure, who dropped the bag before moving to the side and snatched the spear in its large jaws before dropping it. Noel began to open fire, earning grunts from the figure until another blast of wind sent her into Tsubaki, knocking them over. The figure grabbed the bag before charging at the blue Rustbucket. With a swipe, it was knocked over with a large gash along the side. The figure bent down before it before running off, another blast of air kicking up the dirt and making another smokescreen.

"Our food!" Makoto snapped, pushing the tree off her, "I'm gonna kick your...whatever you got for a butt!"

"It's escaped," Mai groaned as she ran over and picked up her spear, "Ugh...there's slobber all over it!"

"And a lot of..a...achoo!" Noel sneezed when a feather brushed past her, "...A lot of feathers…"

"So...we got a freaky Dog...Bird...freak! And I'm calling it that 'cause it's clearly some freaky mutated animal!" Makoto ranted, "Which I am going to beat up and bring home so we can mount it in our house for this horrible atrocity it has commited!"

"Yes, that's all good and fine, Makoto...Now please help us flip the RV back onto its wheels so we can contact base," Tsubaki ordered as she pointed at the damaged vehicle...which now sported a fire.

"Ah! My quiche was in the oven!" Noel exclaimed.

"Right. Flipping…" Makoto sighed as she jogged around the side and, after a couple seconds, the vehicle was pushed back up onto its wheels.

Noel rushed in first followed by Tsubaki and Mai who went to check on the equipment inside the RV. They just tried to ignore Noel's bout of despair over the destruction of her food...even more so when Makoto used a fire extinguisher on the flames.

"My Quiche~" Noel sobbed.

"Aw man…" Mai pouted.

"Mai, focus…" Tsubaki ordered as she checked the damage, looking at the gashes, "Hmm...it doesn't seem that anything of vital importance was removed but several components inside of where the beast struck are highly damaged."

"The winch on the front's missing along with the front bumper," Mai noted.

"Aw, I liked that plate it had," Makoto whined before blasting the oven with another shot of foam when it sparked up another fire, "Seriously though, if we're dealing with one of Animo's escaped 'research projects,' I'm personally paying him a visit and sending him to the dentist."

"I'll try to contact Magister Tenyson to request Animo be interrogated on if he had any experiments near here," Tsubaki noted, "In the meantime, Mai, try to contact Mt. Rushmore base for some backup and possibly a new vehicle."

"Gotcha."

* * *

"My...these notes are...detailed…" Kajun muttered as they found the work of Ms. Wakeman and were now sifting through all of it: all material pertaining to Plumber tech alone was filed away to be scanned and digitized for records. Meanwhile, any and all personal studies were in hers and Jenny's hands.

"No kidding…" Jenny whispered.

"It seems Dr. Wakeman used your 'human suit' to make the first working ID Masks. Granted, they were more like helmets back then instead of opera mask-like as they are now," Kajun noted, looking at one page showing a rough draft of a helmet with a mask.

"...Think the prototype is still here?" Jenny asked.

"Perhaps...you want to try it, don't you?"

"A little, yes," Jenny replied, "I mean...it won't hurt to walk around looking like a normal teenage girl, right? That and...I'm not sure if there are any cafes that are...what would you call the term in this time? People who say nasty things about robots?"

"Technophobic," Kajun clarified, "...I take you met someone like that in the past?"

"The owner of this one place my friend Brad worked at once. He refused to let me be in there because I was a robot."

"I see…" Kajun noted before putting a hand on Jenny's shoulder, "You're not the only person who's dealt with prejudice such as that."

"Hmm?"

"Makoto. She...she's dealt with something similar, if not worse back in school...even before then," Kajun explained, making Jenny blink a bit in surprise.

"What? Why? She's so nice."

"She wasn't always like that," Kajun stated, "At the start of the school year at the military academy, she was...not as friendly as she is now. From what Noel and Tsubaki told Mai and I, Makoto was cold, distante, and...she was the type that, were she provoked the wrong way, she could've...turned out different."

Jenny cringed at that, "I can't even imagine her being like that."

"With how she is now, I couldn't agree more," Kajun agreed, "If it weren't for Noel and Tsubaki, she wouldn't be the happy, energetic squirrel girl we know her as today."

-linebreak-

"I am not a happy, energetic squirrel girl right now…" Makoto grumbled.

"Is it because we have to be towed back to the base since one of the systems that thing's claws tore into was the starter system?" Mai asked, pointing outside to the tow truck piloted by Patelliday.

"That, and the fact our food is gone!" Makoto snapped, "I had a some sweets stowed in there, too! Mmm...my chocolate acorns~"

"Of course," Mai sighed, rolling her eyes.

"Ugh! Stupid giant winged mutt!" Makoto grumbled.

"At least this attack let us get another feather to study while the other is back in Bellwood," Tsubaki noted, looking over the large feather, "I wonder how things are being handled…"

* * *

A door slid open and two Plumbers escorted a yawning Dr. Animo into the room. He sat down at a desk welded to the floor with two revolving chairs also welded to the floor and the two agents left the room, closing it behind them. A few minutes passed before it opened again, letting Max enter and sit down across from the mad scientist.

"Must this be done so early in the morning? I was barely starting to rest after repairing some tears in one of my 'subjects,'" Animo noted, giving a yawn.

"Yes I know, but we just need to ask you a few questions," Max stated, "First off; we've received reports of a hybrid animal beng spotted around Mt. Rushmore. Are you behind this creature?"

"A hybrid creature at Mt. Rushmore? Hmm...Rushmore...Rushmore...Hmm...Can't seem to recall," Animo replied.

"It's been attacking people in the middle of the night," Max explained before pulling out the feather and put it on the table.

"Hmm...interesting...avian in nature...what form of hybrid is this creature?"

"From the reports, half eagle, half wolf."

"Hmm...let me ruminate on that," he replied, "Let's see...Eagle and wolf...I've done wolf and goat...eagle and crocodile...uh nope, never done that one. But I'll take that idea for next time I escape!" he chuckled before taking the feather, "Hmm...But for the nature of it...It looks to be the feather of the Haliaeetus leucocephalus, yet the texture is more of the fur of a Canis lupus. Judging by the feather alone, it would be approximately 13.716 meters in length, possibly 2.7432 meters in width minus the wings. And what's this? Why…" he gasped before throwing it away, "A mockery of all things biological! What sick game is this?! Who is the maker of such a...a...a _mockery_ of my field of research?!"

"I beg your pardon?" Max asked.

"Maxwell, do recall that outside of the devices I use to create my mutations, I _never_ integrate the newly evolved with machinery," Animo growled, glaring at the feather, "To do that would put shame to my field in veterinary sciences! Whatever this is...whoever made it...has made nothing short of an utter and horrific _abomination_!"

"Abomination?" Max repeated as he picked it up.

"There's a minor fracture from where it was removed from the wing," Animo explained, "My goggles have magnification to let me perform delicate work on my 'subjects' and it is the only reason I saw what _filth_ lies within!"

"Wait wait wait...Animo are you telling me...there is _technology _in this feather?" Max asked.

"Well, I thought I made that rather abundantly clear. Now remove it from my sight! Thank you~!" he turned away while crossing his arms.

"Right," Max nodded, "Any requests before you're taken to your cell?"

"A Canis lupus plush and a Haliaeetus leucocephalus plush, if you would. Abomination it may be, I will create what it should be."

"Of course," Max replied.

* * *

"Jumpin' jimminies! What happened?!" Jenny gasped as she ran up to the quartet with Kajun following behind, still looking at Dr. Wakeman's papers, "...Did Makoto get zozzled and attack the truck?"

"No...some...THING attacked us and stole our food!" Makoto snapped, "I'm still saying Animo's behind it somehow!"

"We won't know until…" Tsubaki began before her communicator went off, "...Perfect timing." she took it out, "Tsubaki Yayoi, reporting."

=We just finished speaking to Animo. It's not one of his= Max informed.

"He's lying!" Makoto snapped

=No. He was telling the truth. We also found out something from the sample you've sent...the feather had technology in it=

"Hm?" Kajun blinked as she looked up from her papers.

=Yes= Driba noted on the line =A deep scan detected a rather unique form of genetics. Cybernucleic Acid or CNA for short=

"Cybernucleic acid?" Tsubaki spoke.

"It's...Cybertronian?" Kajun realized/theorized.

=Possibly= Driba replied =Though...it's shocking. From the few interactions the Plumbers have had with them...organics are, well…=

=A lot o' them think organics are dangerous critters that have some sorta disease that can infect 'em= Blukic surmised.

=Supposedly this 'Sentinel Magnus' is the one behind this rumor=

"So what? He's...prejudice to all organic life forms?" Makoto asked, "That's a new one…"

=Yes...and it is odd because Cybertronians have helped the Earth before when the Decepticons invaded=

"Wait. There's another planet full of robots aside from Cluster Prime?" Jenny asked.

"Yes," Kajun replied, "There are two seperate factions that fight against one another for control of the planet: The Autobots and the Decepticons."

"...I'm gonna take a guess the Decepticons are the bad guys, right?" Mai asked.

=In essence, yes. Though it's more of a grey area with both factions at the moment= Max explained =The Decepticons originally came to be as an act of rebellion from a caste system Cybertron originally used before a several millenium-long war known as the 'Great War' occured. After, the Autobots soon formed something akin to a Communist regime that's gone on even today=

"Huh?!" Makoto gawked.

=Now don't get me wrong. While it may seem the Decepticons were freedom fighters...their methods are...very horrific at times=

=And th' worst of 'em is there leader, Megatron=

"...Why did I just get the hebe-jebes from hearing that name?" Makoto asked.

"Mm hmm…" Noel added with a whimper, instantly hiding behind Makoto.

=If a Cybertronian is there...there could be a chance they're an Autobot or a Decepticon= Max stated, the group unaware that they were being spied on by a large figure.

"...And it does raise some questions," Kajun spoke, earning their attention, "Normally for Cybertronians, they have two modes. A robot mode, and a vehicle mode...though there have been a few exceptions with insects and dinosaurs on occasion...but one based on an animal is new...a fused one at that."

"So...what? It's a...Fuzor?" Makoto asked.

"Oh great... That's its title now, isn't it?" Tsubaki sighed.

=Nice and simple= Max agreed =Good title, Makoto=

"Thanks s-" Makoto began before her tail shot up, "?! ...Girls...it's back…"

"So soon?!" Mai gasped as the girls-minus Kajun-pulled their weapons out.

"How do you know?" Jenny asked, blasters out and at the ready.

"I know when a canine is staring hungrily at something all too well…" Makoto replied, "Add in an eagle-which normally hunt small rodents like squirrels- and...yeah…"

"It's like Makoto has her own predator now," Noel blurted.

"SHH!" Makoto hissed, covering Noel's mouth as she looked around, "Don't give Khyber any ideas! I know he's not here, but he's gotta have some weird spy cam or something to spy on us!"

"Makoto, you're being paranoid," Tsubaki deadpanned.

"Well excuse me for dealing with...why did it suddenly get dark?"

"..." Mai looked up, "Incoming!"

"Ahh!" the girls screamed as they scattered just in time as a large figure landed right where they were standing.

Once the dust settled, they finally got a look at what the figure was. As described, it looked like a mix between a wolf and an eagle. Its body had the torso, hind legs, and head of a grey wolf while its front legs were the legs and talons of a bald eagle with the wings of the eagle on its back and its tail actually a bald eagle's tail feathers. It tilted its head up and let out a howling screech at the moon before snarling at them, its red eyes aimed at Makoto.

"Meep," Makoto squeaked, her ears and tail drooping with her eyes wide, "I know that type of look…"

"Grr…"

"...I'M NOT FOOD!" Makoto freaked as she bolted for a nearby tree.

The Fuzor roared before giving chase. Makoto scurried up the tree and the Fuzor crashed into it. Makoto yelped and barely jumped to another tree as the first fell.

"Why do dogs always chase after me?!" Makoto complained, jumping away through the trees as it gave chase, "In fact...why do dogs love to chase squirrels in general?! I'm not trying to annoy it or anything!"

"Technically, he's not a dog!" Kajun called.

"DON'T CARE! HELP!"

"R-right!" Tsubaki nodded, "Jenny, you try and distract it. Noel, stay here and provide cover fire. Mai, you're with me. Kajun, keep track of our locations on the badge."

"Got it!" the girls replied.

Jenny quickly flew off after the Fuzor as Noel summoned her guns. The Fuzor snarled as it knocked over another tree before a large fist slammed into its face, knocking it away. It got up and snarled as Jenny glared at it.

"Bad dog! Don't eat my friend!" Jenny demanded.

"Uhm...right…" Noel spoke, watching how erratically they jumped around from tree to tree, "Oh dear…"

"At least Makoto is using this to get distance," Kajun noted, looking at her badge displaying a map of the area with a chibi image of Makoto moving from tree to tree while a chibi image of Jenny was moving around far behind her and a joined chibi image of Tsubaki and Mai moving elsewhere.

"Ahh!" Jenny yelped as she barely dodged an attempted leap from the Fuzor, "I'm not a chew toy!"

"Now you know how I feel right now!" Makoto shouted, earning a snarl from the Fuzor, "Uh oh. ...Wait. I'm all the way over here! You can't get me!" The Fuzor spread its wings and flew over the trees at her, "But...but that's not fair…" she screamed and barely avoided the swooping dive the Fuzor tried, "Bad doggy! Bad flying doggy!"

"I got it!" Jenny shouted, flying after it as she grabbed it by its tail, "Ha! I g-AHH!" she screamed when it flicked her off, sending her crashing into a tree, "...ow…"

"What kind of freaky monster are you!?" Makoto snapped, "I thought you were a Cyber-whatsit! AHH! Don't tell me you're one of the bad ones!"

=It could be that due to its organic alternate mode, its mind is currently overridden by its new instincts= Kajun suggested.

"Oh great! It's stupid, too!" Makoto complained, yanking a branch off a tree and thwacking the Fuzor across the muzzle, "Eep! I made it mad!"

"Move it closer, Makoto!" Tsubaki's voice shouted.

"Hah?! Wh-"

"Just trust me!"

"Alright...um...uh...Oh! Your mother…"

=Cybertronians don't have parents= Kajun informed.

"...You look like you got smacked with an ugly stick!" Makoto declared, "And you're fat and lazy, too! And you fly horribly!" that last one earned her a loud howling screech, "Fleeing!"

The Fuzor snarled as it flew after her at high speed, the Beastkin quickly jumping onto the ground as she ran as fast as her legs could. It then landed on the ground and began to chase after her, fangs bared as it bolted for Makoto in hopes of biting her. Just as it did a leaping jump at her, a large net was pulled up in front of it, making it tense as it was caught up in the net and began to tumble along the ground until stopping by a lake.

"Got it!" Mai shouted, poking out from behind a tree.

"Hopefully it'll hold…" Tsubaki whispered as she moved out from the opposite tree, "Makoto, are you okay?"

"NO, I AM NOT! I SAW MY LIFE FLASH BEFORE MY EYES!" Makoto snapped, "...Man, did I eat a lot of chestnut parfaits."

"Hurry after it!" Kajun called, going by them.

"...She had the glint in her eye," Makoto squeaked.

"Oh not again," Mai groaned, "Kajun, no!"

"Kajun yes!" Kajun beamed as she pounced on top of the captured Fuzor's head, "Transform! I must see it firsthand!"

The Fuzor attempted to growl at her before noticing the look in her eyes. The unsettling look they gave off...it made it whimper as its ears drooped.

"I know you are capable of speech somewhat! Noel had mentioned you said 'ow' when Makoto hit you, so speak!"

"Kajun, you're scaring it!" Tsubaki called as the lake water bubbled.

"Transform already!"

***SPLASH!***

"..." Kajun spat out a small stream of water.

"Hey, guys!" everyone looked to see Jenny fly onto the shore, carrying a large white and red ship with a red stylized stern face on a wing, "I found this under the water!"

"...Why were you in the lake when I was being chased?!" Makoto exclaimed.

"I tried to stop the flying wolf, but it threw me into the lake," Jenny explained, sheepishly rubbing the back of her head.

"I can't stay mad at a face that adorable...Your mother did that on purpose, didn't she?" Makoto sighed.

"No clue," Jenny replied before looking at the caught Fuzor, "Oh, you caught it!"

"Yep...now...can we toss it in the fire dumpster?" she asked, making the Fuzor's ears stick up at that, seeming to understand it was now in great danger, "No. Right...too small!"

"Makoto…" Tsubaki groaned as she looked at the ship, "Hmm...What is this face?"

"I believe that is the symbol for the Autobots," Kajun replied, right beside the red head.

The Fuzor blinked twice, realizing the scary thing wasn't on it. It looked for it to flee in the opposite direction when its eyes laid on the emblem. It let out a howling caw as it struggled with itself.

"Rrrr...rraarrr...errrawrrr…" the Fuzor snarled and grunted, "T...TRANSFORM!"

The net tore apart as its body began to reshape. Its back section underneath its tail split into two as its upper legs extended out from its sides. Its head and part of its back flipped down, exposing the inside of the back of the head sported a red jewel surrounded by a bronze circle of spikes with a bronze tribal pattern underneath its removed backside. The upper legs attached beneath the folded in head as the removed backside acted as a loincloth of sorts. The split backend moved to where the front legs had been while the hind legs reshaped in arms and fists sporting claws on the ends of each finger. A bronze armored torso opened and let a wolf-like humanoid head covered in a black mask come out, its eyes a solid glowing white. It...or rather, _he_...groaned as he fell to a knee, holding his head with one hand.

"Ugh...my processor…" he groaned.

"...mmmm~" Kajun gave off a faint squeal as she fell onto her back and fainted, a look of pure bliss on her face.

"...Did...did Kajun just faint?" Mai blinked.

"Huh? Uh, wha…" the Autobot opened his eyes and saw his reflection in the lake, "GYAH! What is that?!" he jumped back with fists raised...before spotting his fists, "AH!" he looked down, "That's me!" he looked up at his fluttering wings on his shoulders, "Wait...are...these are wings. I...have wings? But...I'm covered in fur and feathers...but I have wings."

"Ahh...ahh...ah…" Noel panted as she ran into the area, "K...Kajun...sl...slow down..you...you…" she stopped when she noticed the Autobot, "..."

***THUD***

"Ah! Noel!" Jenny gasped as she ran over to the fainted blonde.

"Can I smack it again?" Makoto asked.

"No…" Tsubaki sighed.

"Too late," Makoto spoke, tossing a rock at his head and getting his attention, "Hey fuzzy butt! Down here, stupid!"

"Ow…" the Autobot groaned, rubbing his head before looking over at them, "Huh? O-oh! Eh-heh. Um...hello?"

"What's the big idea taking our food and wrecking peoples RVS?!" Makoto snapped, making him jump.

"I-I did what?!"

"Yeah! You've been stealing food, attacking people's recreational vehicles, and scaring the heck out of poor innocent folks! What's your problem!?"

"I..oh..oh dear…" the Autobot whispered before shooting up and bowing, "My deepest apologies, madam! I was not in control of my own actions in that mode!"

"I'll forgive you after we get back to the base, I get food, and Kajun stops freaking out like some kind of pervert!" Makoto listed.

"Um...what?"

"I apologize. She's just a bit cranky after you chased her," Tsubaki stated.

"Ah. My humblest apologies for that as well," the Autobot apologized with a cringe.

* * *

"Ah, so you're the big feller that's been spooking the folks," Patelliday noted, looking up at the Autobot.

"Great. We caught it...can we just ship him home?" Makoto asked, eating while talking.

"That's, um, not possible," the Autobot noted, "Sentinel Magnus…" he snorted at that, "Decreed that any and all Cybertronians that gain an organic alt mode are hereby banished from Cybertron and if they ever return will be offlined immediately."

"Oh right... The buttface who hates organics." Makoto muttered.

"Oh you poor thing," Noel added, sympathising with the Autobot.

"So...then this means he is trapped in exile here on Earth?" Tsubaki asked, "Surely there must be something that can be done to help."

"I...don't mind, really," the Autobot noted, "I mean...do you see these?" he pointed at his folded wings with a grin, "Wings. Actual wings! Ah, flying with Delta Supreme was thrilling as is normally piloting smaller vessels since he went down, but these? Ah, such a glorious thing to have!"

"You start singing and I'll throw President Roosevelt at ya," Makoto warned.

"Settle down there, youngin'," Patelliday scolded as he pulled out a clipboard, "Gotta go through proper procedures right now. Now then…" he clicked his pen, "Name?"

"Oh! My apologies. Silverbolt Major, er...well...just 'Silverbolt' now considering I might be losing my rank due to this new alt mode," he replied.

"Seriously, how did this Sentinel jerk even get the job as...well I'd guess President or Prime Minister, of your world?" Makoto asked.

"Promotion due to him being the second in command at the time Ultra Magnus was assaulted by Decepticon spy Shockwave. He offlined just a few cycles after Megatron was captured and brought to Cybertron to be tried for his crimes," Silverbolt explained, a solemn expression on his face.

"Oh, we are so sorry," Tsubaki spoke, "From how you speak of this Ultra Magnus, he was a truly great leader."

"He was an honorable leader."

"I mean it's too bad this role isn't election based. I'd suggest electing the guy who caught that Megatron guy." Makoto shrugged.

"You mean Optimus Prime," Silverbolt explained.

"That...is the most heroic sounding name I've ever heard…" Makoto muttered.

"Mmhmm…" Noel nodded in agreement.

"True, it is a...AH!" Silverbolt jumped up, "Detroit! Please, I need to get to Detroit as soon as possible!"

"Whoa there! Where's the fire, fido?" Patelliday asked in concern, "You sound like you're sounding the horns of war there!"

"I have to get there and warn Optimus Prime and his team!" Silverbolt explained, "A Decepticon many of us hoped and prayed to the AllSpark and Primus, depending on the religion, was offlined...has resurfaced and has been making signs of heading here to Earth."

"Ah!" Makoto gasped, "More adventure!"

"No…" Noel and Mai complained.

"Who?" Patelliday asked.

"During the Great War, there was a minor Civil War that broke out in the Decepticon ranks. The leader of one faction was someone equal in almost every aspect of Megatron in every way," Silverbolt explained, "Before it and the Great War, they were fierce rivals as gladiatorial 'bots neither one able to come out over the other until Megatron finally won. He's heard of Optimus being the one Autobot that's truly beaten Megatron in one-on-one combat and he's coming here to fight him and he doesn't give a frag about anything or any_one_ that gets in his path. His name...is Overlord."

"Awesome…" Makoto spoke.

"No…" Tsubaki replied, thwacking her upside the head with the paper fan, "Not awesome. A deadly space gladiator is coming to tear up the Earth in search of a Cybertronian war hero. Nothing about any of this is awesome."

"Well Detroit is a…" Patelliday paused.

"It's about a 17 hour drive by car." Kajun explained, "Passing through 4 to 5 states."

"Bet it's a faster flight!"

"You are really excited by those wings," Jenny noted.

"Of course I am! Only Decepticons were able to access flight-based alt forms back in the Great War. We Autobots were stuck with land-based ones until Ultra Magnus approved of a project of giving Autobots flight-based alt forms. I did sign up for it, but…" he sighed, "Sentinel Magnus halted the project after considering it a failure after just two Autobots got them." he rubbed his chin in thought, "...Okay. I'm liking banishment more and more."

"Wait...just two?" Makoto asked.

"What happened to them?" Jenny asked.

"Oh, they're part of his Elite Guard," Silverbolt replied, "Apparently, he didn't want any Autobots that gained them to turn tailcoat."

"That's it...really?" Most of the girls blinked.

"Yep."

"Bet you he worked on a flight system for himself…" Makoto grumbled.

"Hope you weren't expectin' to fly in this," Patelliday noted, looking at Silverbolt's ship in the back, "Your engines are fried worse than I was the last time someone convinced me to go to a tanning salon. Looks like you got an old satellite stuck in it." he looked at his clipboard, "And there's also the matter of damages you incurred during your stint in a berserk state."

"Ooh...right…" Silverbolt paused, "I will gladly perform community service...after we save the Earth!" he quickly declared.

"Oh great...he's another Ben…" Patelliday groaned.

"Except bigger, fluffier, and not able to change into dozens of forms," Makoto joked.

"But track of mind...he's rather similar," Tsubaki replied.

"And just our luck that the day a hostile transforming alien bent on coming to Earth for a fight...our ace is on another planet to visit his partner's homeworld," Patelliday sighed, "All right, I'll fill Max in on this. You kiddos go with the big guy here to Detroit and find this 'Optimus' fellow and provide any assistance needed."

"Sweet! Another cross-country road-trip!" Makoto beamed.

"This is not a positive!" Tsubaki snapped.

"Well we might as well try to be positive." Mai sighed, "It might be a long...long trip."

"...Which would give me time to study more on Cybertronians!" Kajun beamed a bit...making Silverbolt slowly back away from her.

"...Don't worry. I can give ya company while we're flying there," Jenny said to Silverbolt.

"Oh thanks." he sighed, "It's nice having a fellow non-organic to talk to, you know."

"Yeah. And it would be nice to chat with another robot," Jenny added.

'_...why do I feel jealous about that?'_ Noel thought upon hearing that.

"I'll get the snacks!" Makoto cheered.

"Revoke her mess hall privileges…" Patelliday whispered to a Plumber agent.

"HAh~!?" Makoto gawked at that, "But..it's a…"

"We're on a mission Makoto," Tsubaki frowned, "Plus we don't want another incident like what happened at Golden Corral."

"Hey. You said 'four plates'," Makoto argued.

"I said Four _NORMAL_ plates. Not four serving trays!" Tsubaki growled, making Makoto shrink back, "Plus you ended up breaking the ice cream machine there!"

"...To be fair, they shouldn't have made the dessert bar all you c-" Makoto tried to argue, only to flinch at the glare Tsubaki gave her.

"This is why you pay for your own food when we get take out." Kajun added.

"...mou~" Makoto slumped, her ears and tail drooping.

"Well..I could always make something," Noel offered, making Makoto tense while Mai beamed at that.

"That sounds...like a nice idea Noel, I'm sure Makoto and Mai could use some snacks." Tsubaki smirked, walking off.

"...Ah geez…" Makoto slumped further.

-linebreak-

Meanwhile, out in the deepness of space, a lone ship was seen flying towards the Earth. From inside the pilot lifted himself off the command chair. He gripped his hand tightly as the sound of clanking metal filled the room. A dark laughter followed as he walked towards the monitor's showing an image of Earth.

"Oh...just you wait _Optimus Prime_, I'm coming for you. If you're as strong as they say, it'll be worth coming to this disgusting little mud clod." a purple hand cupped the holographic image, distorting it with his presence. The purple insignia of the Decepticons glistened from the flickering light, "Hahaha...Megatron you old bastard, losing here on this disgusting backwater planet to an Autobot...you disgrace...I'll get back the honor lost by you. By crushing that puny little Prime…" he laughed as he crushed the hologram as he leaned forward, revealing a white Cybertronian face framed by a blue helmet, red eyes glowing as he laughed, "Get ready...I'm on my way."

* * *

_SZ: 0-0….oh….shit._

_Z0: Hahaha...I'm looking forward to this, as a long time fan of the Transformers comics...Hahahaha...my body...is ready._

_SZ: The only time I've seen this guy was in the Machinima Prime Wars trilogy, and hoo...lordy._

_Z0: Oh boy you in for a ride. While technically he kinda has an Animated design...its...just a head and I doubt he's meant to be as scary as the original version is, so we're drawing on the comics iterations. Maybe a little from Masterforce for rounding, but oh boy you bet he'll be scary as F...wait can I curse in this story? _

_SZ: It is T rated..so kinda...Ragna has dropped F bombs before in this story._

_Ragna: *pokes head in*Someone call me?_

_Z0: We are in for some Scary as FUCK shit here folks! Overlord is here! _

_SZ: Read and review folks!_

_Ragna:...*grins*sounds fun. Am I…?_

_SZ: Still focusing on the girls._

_Ragna: Fucking damn it!_


	19. Remix Heart Roll out! Pt 2

_SZ: *grins widely at the announcement of BBTAG 2.0*_

_Z0: *waves hand in his face* He's gone…_

_SZ: Can ya blame me? So many new things! Senran Kagura...new RWBY character...and...though...WHY A TANK?! I know he's a character in Akatsuki Blitzkamph, but still why a tank?! How's anyone supposed to fight it?!_

_Z0: *brings in Bulkhead who drops his mace on SZ* Thinking clearly now?_

_SZ:...better...but let us get to it! We own nothing aside from original content, so start us off!_

_Z0: *ducks into a bunker as the ground begins shaking* I woke up Fortress Maximus!_

_SZ;...*runs off just as the ground began to shake*_

_GT: Who woke up a Titan?! *building collapses from a massive foot stepping on it*_

* * *

"...I just thought of something," Makoto spoke, looking out the window to see Silverbolt and Jenny flying beside them, "How're we gonna hide the big guy since he's...well his other form is a wolf/eagle fusion."

"We're not keeping him for one. And I'm sure the Autobots on Earth have a place for him to stay," Tsubaki stated.

"Well I figured that, but still… he kinda stands out."

"Well sadly there's not much that can be done. Thankfully he's a transforming robot so we don't have to explain that much beyond that," Tsubaki went on, "I'd imagine...and hope that when we get to Detroit, this will be rather normal."

"Has anything been normal since the academy?" Mai asked.

"W…" Tsubaki began before pausing, "...No...no that is true…"

"Ehehe...yeah…" Makoto laughed in agreement.

"And yet we've faced weirder since coming here," Kajun contered, her eyes on her tablet as she looked up information on Cybertronians.

"...Why do I feel a sense of dread?" Silverbolt asked.

"That's normal," Jenny spoke, "She's mighty interested in science and the like."

"She sounds like Perceptor…" Silverbolt shivered.

"Perceptor?"

"An Autobot who actually deleted parts of himself, including his emotions, to increase his mental capacity," Silverbolt explained.

"?!" Jenny's eyes widened at that, "But...doesn't that seem a bit extreme?"

"It does, but when he did it...it was during the time that many Cybertronians call 'The Great War,'" Silverbolt explained, "For several thousand solar cycles, it was a war between Autobots and Decepticons. We barely turned the tide of the war when Perceptor developed Project Sentinel, creating several larger Transformers based upon folklore of a race of Transformers known as the Titans, rumored to have been so massive they became entire cities for their alt modes."

"Entire cities?!" Jenny gawked.

"Yes. It's quite an interesting folklore, isn't it?" Silverbolt chuckled.

"I...jumpin' Jiminies…" Jenny whispered in disbelief.

"..." Makoto looked over at Kajun for a moment before whispering to Mai and Tsubaki, "We better not let Kajun go to Cybertron...or else she may end up going crazy or pass out from info overload."

"He's dropping a lot of bombs on Jenny?" Mai guessed, earning a nod, "...How big?"

"I'd tell you, but…" Makoto pauses as she pointed at Kajun.

"...Fair enough."

* * *

In space, a Cybetronian ship entered into Earth's Solar System. It slowed to a halt around Jupiter as the pilot and crew took the time to prepare for touchdown on the planet ahead. The purple angular insignia was a clear indicator of which side the ship belonged to.

"Grah!" several Decepticon mercenaries shouted as they began punching one another.

"Ah!" others cheered loving the violence and chaos.

"Well well…." Overlord smirked opening the door as the Decepticons continued, "Ain't you all having a grand old time back here." he laughed as the two fighting split apart, "I bet you are all raring to tear that little organic backwater planet apart huh?"

"Yeah!" they cheered.

"Just remember...the Prime...is all mine." he spoke walking among them as he patted the shoulders of several, "But other then him...have fun boys...the Louder...the Better!" he cheered.

"Overlord! Overlord!" they began chanting.

"Boss, are you sure about...these guys?" a Decepticon as tall as Overlord asked, his armor green and white, "This is scraping the bottom of the Con barrel ain't it?"

"Oh don't you worry none, Sixshot...these are just...how they say, , Cannon fodder. This Earth has some decent defenses for a backwater mudhole." Overlord smiled, "I say we let these guys go wild...and Optimus Prime will find his way to us." he laughed, "Maybe I'll get to see how good he is in the process."

"I hate having to share a space with a bunch of...ugh...low level bots." Sixshot sneered behind the mask which covered his face.

"They won't be here long...they won't be here long." Overlord smiled.

"If we don't reach this Mudball soon...I'm gonna slag the next one that touches me." Sixshot spoke walking off.

* * *

"Whew! We finally made it!" Makoto exclaimed as she hopped out of the ship, the group arriving within the city of Detroit, specifically the docks, "...though why the docks?"

"It's the safest place to hide our ship, and the Autobots base shouldn't be that far away from here." Tsubaki explained.

"Ahh."

"Also Mai and Noel will look after the ship while we're busy," Kajun added.

"...You really wanna examine the Autobots don't you?"

"...no…."

"...Noel, switch out with Kajun," Tsubaki sighed.

"D'oh…" Kajun pouted as Noel hopped out of the ship.

"D-don't worry. I'll bring you back something nice," Noel offered

"Okay…" Kajun waved them off with comical tears running down her face.

"So any ideas where the Autobot base here is?" Jenny asked as she looked up at Silverbolt, who converted into robot mode.

"Well it sh-" Silverbolt began before a scream went off, "?!"

"Did someone panic when they saw Silverbolt?" Tsubaki asked.

"No...but...it's something." Makoto spoke, her ears flicking a bit as she listened, "It more sounds like..a scream of distress...oh! Robbery!...Yes! Action time!"

"We could catch the Autobots there, I hear they act as local heroes stopping human villains." Tsubaki offered.

"Wow...why is it aliens are a lot nicer than most humans at times?" Makoto asked.

"I...huh…" Noel paused, "That's...a good question actually."

"Maybe…" Jenny began before something blurred past her, a few feathers falling around where Silverbolt once stood, "..."

"Well...it almost feels like Ben never left...oh boy...imagine both of them together…" Makoto shook her head, "Nightmares for another day. For now...action time!" she declared as she ran off.

'_...pot meet kettle,' _Tsubaki mentally deadpanned as she, Noel, and Jenny ran after them.

* * *

"Stop thief!" a police officer snapped as some cop cars chased after a man wearing something akin to Robin Hood with a bronze/gold gauntlet and a black mask over their eyes as they swung from light pole to light pole carrying some bags of money.

"As if 't be true I'd surrend'r to the likes of thee!" he declared, firing another arrow and swinging away.

"Ah...should have called in the chief or call one of th-" one of the cops began.

"You know how the chief feels about technology, especially robots," Another cop pointed out.

"I mean...we got em back in town...why the heck not?" the first argued, "Plus how do these costume freaks keep getting out of prison!?"

"How should I know?! We…" he began before something blurred past him, "Woah! What was that?!"

"Beats…" the other began before something else blurred past him, "Woah!"

"Halt!"

"Hmm?" the thief blinked before narrowly avoiding a lunge, "Ahh! Are those accursed automatons in pursuit of thee as well?"

"Oh lord...He sounds like Tsubaki during that one play at the academy…" Makoto groaned as she rode on Silverbolt's back.

"I have no clue what a play is...but I'm assuming his form of dictation is rather annoying...but I find it charming!" Silverbolt laughed.

"Don't you dare, Fluffy!" Makoto quickly spoke up.

"Aw~"

"I've finally gone nimble-footed…" the thief blinked for a minute, "The autobotic machines has't recruit'd new allies, and one of those folk is a maiden with a rath'r odd attire…"

"Hey! At least this suit is safe for work!" Makoto shook her fist, "Trust me on that…" she let her head drop for a moment.

"I understood none of this...mainly since Autobots don't wear clothing...except capes…" Silverbolt muttered.

"D'oh...nevermind," Makoto sighed before looking at the thief, "So...who are you supposed to be? A knock-off Robin Hood that got kicked out by his Merrymen?"

"Nay. Alloweth me to introduceth myself, fair maiden. I am the Angry Archer, nobleman who is't steals from those far rich'r than myself f'r myself," the thief replied, delivering a formal bow before firing an arrow that came out of his gauntlet, a rope attached to it and his waist quickly pulling him away from the via the arrow hooking onto a passing by truck, "Valorous day to thee and thy beast!"

"Oh no you don't!" Makoto snapped, "Toss me at him!"

"Wh-what?!" Silverbolt blinked in surprise at that.

"Seriously, I've done it before," Makoto argued, "Throw me as hard as ya can before he gets away!"

"Are you sure?" Silverbolt asked.

"Sure, I'm sure!" Makoto assured, "Now throw me, big guy!"

"Well...alright," SIlverbolt replied.

He howled before transformed. Makoto jumped into the air as he did so and landed in his hand. He reeled back and threw the Beastkin at the laughing Angry Archer.

"Verily, I hast made a cl-" Angry Archer began as he turned, only to tense when he saw Makoto rocketing towards him, "ZOUNDS!"

"The play's over!" Makoto declared, reeling a fist back and slamming it into his face, knocking him into a wall, breaking it before he fell into a dumpster below it, "Hah!"

"...I hope I didn't throw her too hard," Silverbolt whispered as Tsubaki, Noel, and Jenny caught up with him.

"Okay. What's th…" Tsubaki began before noticing the broken wall, "...MAKOTO!"

"It was a team effort!" Makoto argued as she jumped off the truck.

"I guess I did," Silverbolt noted, flinching at the look Tsubaki delivered, _'Why am I reminded of my old drill instructor at boot camp when she gives that look?!'_

"Zounds…" Angry Archer groaned as he crawled out of the dumpster, plopping onto the ground while rubbing his face, "Me thinks that maiden hast knocketh one of thy molars loose…"

"...You're not taking the tooth again, Makoto," Noel deadpanned.

"Aw come on! Not my fault my dad never told me the Tooth Fairy wasn't real 'till I put a sack of teeth from criminals under my pillow…" Makoto grumbled.

"You did what?" Tsubaki gawked as Silverbolt quickly picked up Angry Archer by the back of his outfit and placed him between two officers that quickly cuffed him.

"Huh...First time seeing one of you Autobots looking like this," one officer noted, looking up at Silverbolt.

"A small error in the scanning process, but I don't mind it," Silverbolt replied, "...Wait a moment. You know the Autobots?"

"Know 'em? They're some of the best heroes here in Detroit," the officer chuckled, "Though, uh...could do without some of the issues that happen when they have those Deception robot guys come at times. Sure, they help clean everything up and even help with repairs, but could go just one week without a part of the city wrecked."

"Agreed," the other nodded while getting the Angry Archer into the back of their car.

"Um...By any chance do you know where they reside?" Silverbolt asked, "I wasn't informed about it when I was assigned to speak to Optimus Prime."

"Not really. Only guy who knows where they live is the captain," the first replied as a yellow car approached, a siren on the hood going off, "Oh, there he is now."

"D'oh fer cryin' out loud! Did one of those bots wreck another piece of the city catching another criminal?!" a voice complained as a rather rotund man got out of the car with fading blond hair, bushy blond mustache, and wearing a blue button shirt, brown slacks/coveralls, black shoes, and a badge.

"My apologies, officer," Tsubaki apologized, earning the man's attention.

"Aw ya gotta be kiddin' me," the man groaned upon spotting Tsubaki's badge on her uniform, "Plumbers? I thought youse folks didn't have jurisdiction with the Autobot Commonwealth or folks from it."

"You know the Plumbers?" Tsubaki asked.

"Nice feller that Max Tennyson," the man replied before turning to the officers, "Get that archer back to jail and this time, make sure he gets a full body pat down."

"Yes sir," the two saluted.

"...I'm guessing guys like him get out too often," Noel sweatdropped as the two cops drove off.

"Telling by how he looked, most likely…" Jenny added.

"Hey we…" the man began before noticing Jenny, "...Don't tell me. Another of Sumdac's creations, or a female Cybtertronian? Or did ya get animated from somethin' from a shard of that All-whatchamacallit?"

"No. I was built in the 1920s by my mom, Nora Wakeman, in Tremorton, California," Jenny replied, "Was just brought back online a month back."

"...I see," The man noted before looking back at Tsubaki, "Name's Fanzone by th' way, and mind telling me what exactly brings you Plumbers here?"

"We were helping Silverbolt here in locating the Autobots here in Detroit," Tsubaki explained, "He has a message for Optimus Prime, and it must be delivered to him."

"...It better not involve one of them Decipticons…" Fanzone warned before seeing the way they were trying not to look at him, "...It does, doesn't it?"

"Unfortunately, yes," Silverbolt replied before bopping the bottom of a fist into an open palm, "Oh, now I recognize you. You were the organic who appeared on Cybertron with Ratchet that helped expose Longarm Prime was actually the Decepticon Shockwave."

"Coulda sworn that Jazz said that dingus Sentinel took the credit," Fanzone noted, raising a brow as he looked over the Autobot.

"I was one of the Autobots to arrive in time to see him escape," Silverbolt explained.

"Right...and the winged werewolf look?"

"When I was entering orbit, my engine was jammed by an old satellite and caused my ship to crash. It messed with the scanner and ended up scanning two organic forms instead of a vehicle," Silverbolt sheepishly explained before shaking his head, "But there's no time. Do you know where the Autobots reside in Detroit?"

"...ahh...I'm not sure if they're still there, but you may want to check one of the old car manufacturing plants in the old part of town," Fanzone explained, "Can't miss it. It's the only one that has a tree growing out of it near the highway."

"Understood," Tsubaki nodded, "Thank you for the information, Captain Fanzone."

"Eh, not a problem. Just please, try to keep th' ruckuss out of the city fer once. We just finished cleaning up from all them giant purple bots wrecking the place," Fanzone sighed.

"...giant purple bots?" Jenny repeated.

"You don't wanna know."

* * *

"Heh heh...oh Ben is gonna be jealous when he finds out what we did," Makoto cheekily grinned as she and the girls rode on Silverbolt's back, Jenny flying beside them.

"We're helping to relay a message, Makoto. I want to try and have as little conflict as I can," Tsubaki stated with a sigh.

"Knowing our luck? No chance," Makoto replied, earning a groan from the red head.

"Hmm...It's strange," Silverbolt noted, more to himself than anyone else.

"What's wrong?" Jenny asked.

"With everything I've been doing since I arrived, I could have sworn I've used more Energon than normal," Silverbolt noted, "Yet, an internal diagnostics check says I've barely used a tenth of what I should've used."

=It could be that your organic alternate mode has created a process in which you not only convert biomass into 'Energon,' but also streamline the process and let you use less than you normally spend= Kajun noted on Tsubaki's badge.

"Kajun…" Tsubaki frowned.

=Sorry. Just...oh all this information I'm learning…= Kajun admitted =Plus it would help us learn more information on Ben's Cybertronian form=

"Hmm? Ben? As in Ben Tennyson?" Silverbolt asked, "As in…"

"The same one who saved the universe millions of times. Yeah yeah...we get it enough from him, "Makoto deadpanned, "Let me guess, your planet wants to give him a medal."

"Actually it is best he stays away from Cybertron."

"Hubba wha?"

"Sentinel Magnus believes him more of an intergalactic threat more than a hero. To the point where if he ever appeared on Cybertron...instant arrest," Silverbolt explained.

"Aw great...the leader of an entire planet is like Will Harangue," Makoto rolled her eyes.

"I do not know who this Will Harangue is...but he sounds rather unpleasant to be around," Silverbolt admitted.

"Oh like you wouldn't believe," Makoto scowled.

"He really is…" Noel added.

"Given what I've seen...yeah. Massively," Jenny chimed in.

"Let's not focus on that…." Tsubaki sighed, _'Though it is concerning...If this Sentinel Magnus ever sees Ben, who knows what could happen.'_

"Bingo! I see the place!" Makoto spoke up pointing ahead, "That must be where the Autobots live...or lived according to the Captain."

"I hope they're still there," Noel whispered.

"Let's check then." Tsubaki sighed as they touched down.

Everyone touched down on the ground as Silverbolt transformed to robot mode. They slowly walked up to the base of the Autobots as Silverbolt walked forward hoping he'd get their attention as he made it so his Autobot insignia was clear to see via any security cameras. After a few minutes...nothing seemed to happen. Silverbolt coughed into his hand as he leaned forward to make his insignia more clear. After a few more moments...he just jumped up and climbed the wall to what he assumed was a camera to get its attention more clearly.

"Ahahaha...I love him…" Makoto laughed as the others shook their heads.

"Why can't we have a male friend who's normal?" Tsubaki sighed.

"Uhm...do Cybertronians have gender...so far they all seem...male." Noel pointed out.

"Even the Cluster had a 50/50 split." Jenny added.

"Oh we...we have females...but...they are just a 1 in 12…" Silverbolt grunted.

"Wait so out of 13 Cybertronians...only one will be a female?" Makoto asked.

"Yes…!" he grunted, trying to open the door by force now, "It's...quite...complicated...its said all female Cybertronians are descendants of Solus Prime...one of the Legendary Autobots of olden days!"

"So then how do you guys…?" Makoto began before Tsubaki elbowed her in the ribs, "Owie…"

"No...none of that," Tsubaki frowned.

"I-if you're wondering how Cybertronaisn are born...well we are technically built!" Silverbolt grunted, "Be it piece by piece and brought to life by Artifacts of Cybertronian power...or by Protoforms...think of them newborn Cybertronians who have yet to grow and develop minds." he spoke backing up and rushing the door, only to face plant into it, "This ...this is a sturdy door...ah…"

"Oh for…" Tsubaki facepalmed, "Jenny, take Makoto and see if you two can find an opening to look into."

"On it," Jenny saluted, grabbing Makoto before taking off into the air.

"Oh there's one...in the hole made by the giant tree bursting through the roof!" Makoto spoke up loudly, seeing a giant tree coming from a large hole in the building's roof.

"Slag…" Silverbolt grumbled.

"Is...is that a curse word?" Noel whispered.

"Sounded like one to me!" Makoto shouted in response, "..hey Jen, drop me near the hole. I'm gonna sneak inside and check for anything out of the ordinary."

"It's a good thing Ben's not here...I don't think any of us have the patience for the squirrel jokes he'd make." Jenny spoke as she carefully placed Makoto near the hole.

"If he did, Tsubaki would be on him instantly with her fan," Makoto shrugged before hopping onto a nearby branch that grew out of the side of the tree, "Wish me luck."

"Try not to offend anyone!" Tsubaki spoke up.

"Oh come on how could I...uh...nevermind." Makoto spoke, jumping into a room and blinking, "Wow...talk about homey…" she blinked seeing the room she landed in, "I think this was someone's room!"

"Are you sure?" Jenny asked.

"Uh...trust me…" Makoto muttered, landing in a large room that had a very Japanese influence.

The wood floor almost looked like a Tatami mat floor, there where potted bonsai trees which had grown a little to big. A wall of katana's maybe a bit too big for a human to properly use.

"This is a nice room." Makoto whispered as she walked out into the hall, "Guys, I think they aren't home. It sounds eerily silent...it's actually kinda spooky...and…" she panicked as some tires fell over, "And I'm just gonna open the door!" she ran off down the halls, she then paused finding a room with furniture scaled to human size, including a bed with pink sheets set inside a giant monster truck tire, and a giant flat screen TV on the other side of the room, "Oh...now_ this _is a room!" she awed at the giant TV, "The kid who had this room was lucky…then again, _any _kid would be lucky to have this room!"

=Makoto= Tsubaki spoke from her badge.

"It's a giant TV...it's like...20 feet high!" Makoto gawked, "I'm not much of a pink person, but heck I'd live with it if I could get a room like this!"

=Uhm...spooky abandoned building?= Noel reminded.

"Oh right...my love of awesome things overpowered irrational fear." Makoto muttered, "...Welp, time to get back to searching."

=Good…= Tsubaki sighed

"Lets see...Medical bay...a...uhm...a second medical bay…." Makoto looked as she kept walking down the halls, "A living room...the actual factory part…" she rambled going from room to room, "Lets see...oh Prime's room…" she read a sign, "Hey. Isn't Prime their leader's name?"

=It's actually a rank. Not a name= Silverbolt corrected =It's the highest rank one can achieve just short of the Magnus which is the Supreme Commander of all Autobots=

"Ooh the boss's room!" Makoto cheered opening the door, "Wow...that...is a big ax...is that a severed wing from a plane...wow he has a lot of trailer attachments."

=Are you honestly snooping through the room of a giant robot war hero?= Tsubaki asked.

"Hey. It could give us some idea where the big bot and his team is," Makoto countered as she looked around, "I mean, he could've left some sort of note or something."

=Did you think to check the living room? I left a note for Ben and Rook if they come home early in our living room= Noel spoke.

"Oh come on...they are super Robots! They must have some kind of...internal email ability." Makoto argued.

=I assure you...we do not= Silverbolt replied.

"Wait seriously?" Makoto blinked at that, "...Know what? Nevermind...questions for later. I might as well check the living room."

She walked back to the living room before jumping up onto their table and blinking, finding a large disk like device. It was glowing...almost as if it had a message on it. She muttered to herself, unsure how to turn it on. Rather then figure it out, she picked up the device and ran down the hall. Outside everyone blinked as the main shutter entrance opened as a panting Makoto held the device up.

"C…Cy…Cybertronian voice mail!" she shouted, holding it up to Silverbolt.

"...a...are you okay, Makoto?" Noel asked.

"Yup! Just..whoo! Peachy, Noellie!" Makoto assured in her panting.

"...You look like you're about to fall down," jenny noted.

"I haven't eaten since we left Rushmore! Sue me!" Makoto barked.

"Is her super strength tied to her...gastronomy?" Silverbolt asked.

"What you say about me?" Makoto complained.

"Asking if your hunger affects your strength." Tsubaki explained, "Your hungry...your weaker." she pointed out why he assumed this.

"Well I mean...not all of us suddenly get new bodies that consume less energy…" Makoto pouted.

"Fair point, now lets see what this holo-message is." Silverbolt spoke, turning it on and putting it down as a full body hologram of an Autobot formed.

He was much taller than Silverbolt, with a mostly red upper body with his chest resembling the face of a truck with a golden T shaped crest between the windshields. His Autobot symbol on his right shoulder surrounded by fire markings. His forearms and legs where blue with fire markings on his legs. His head was blue with a silver face mask around his face covering all his facial features. He also had a large hammer strapped to his back.

=This is the leader of the Earth based Autobots Optimus Prime. If you're seeing this, then you are an Autobot who was identified and accepted by our bases security system= he began as Silverbolt let his head droop, =We have been forced to move and begin building a new base on an island in the center of Lake Erie, it is called North Sister Island. We have moved away from the human population to better keep them out of harm's way. We are currently searching for escaped Decepticons prisoners who have landed on Earth. If you are an Autobot looking for refuge, you are free to join my team. Know that we are guests on this planet, you can not do as you wish, we have rules here. All I ask is that you respect and follow them to keep the peace=

"Wait...so...they were never here to begin with…" Makoto muttered before sighing, "Dang it...on the bright side. Did get to see a pretty awesome room."

"Makoto, focus," Tsubaki stated as she looked at the hologram, "We at least know where they are now…" she took out her badge and turned it on, "Kajun, I need coordinates to North sister Island."

=Oh there is an automated ship which goes to and from there. No one takes it most days, they think the island is filled with monsters...more accurately dinosaurs...but some say they have spotted the Aubotos there recently, so we can take the next ship=

"Thank you."

"Cool...wait. Did she say dinosaurs…?" Makoto blinked, _'Khyber sad he got that one sword from a Cybertronian near one of the great lake cities…..ooh...did he…?'_

"Everything okay, Makoto?" Jenny asked, noticing the look on Makoto's face.

"Grimlock!" she shouted, spooking her friends, "This is where Khyber got the sword that unlocked Grimlock for Ben!"

"Really?"

"Yes really! Which can mean only one thing!" Makoto snapped.

"...that Khyber must have…" Tsubaki paused as a feeling of dread began to grow, "...We need to hurry to North sister island."

"AGREED!"

"Khyber?" Silverbolt blinked as the girls ran off, "H-hey wait! Who is this Khyber you mentioned?!"

* * *

"The wait for this boat is killer." Makoto spoke as they gathered back at the docs, "How much longer do we got anyway?"

"Ano…" Noel whispered as she looked at a nearby clock, "...Oh dear...I think we've been here for an hour now."

"AN HOUR?!"

"I suppose this does somewhat ruin the sense of urgency we had on the way here." Tsubaki spoke, "Still though...we need to figure out how to get to North Sister Island."

"...We could take our ship," Makoto offered, "Or better yet, have Silverbolt fly us over."

"Do you know how big Lake Erie is?" Tsubaki countered, "Even if we could, it most likely take us half the day if we take our ship...probably more if we rode Silverbolt there."

"...Nertz," Makoto muttered.

"This is a difficult task indeed." Silverbolt sighed.

"We may as well wait for the boat and hop aboard." Makoto sighed, "Then in that case I'm going to get food for the trip! Ah-ah!" she stopped Noel, "Just me...I pick the food…" she insisted.

"Mou…" Noel pouted as Makoto ran off.

"Don't go overboard!" Tsubaki called out to her.

"I will and you'll accept it!" she shouted running off already.

"...Jenny, go with her and make sure she doesn't blow all our money."

"Right." Jenny nodded flying after her.

"Ah…" Tsubaki sighed.

"I'm sure we'll make it to Optimus in time." Silverbolt replied.

"I sure hope so." Tsubaki sighed.

* * *

=Come in Earth Plumber base! Come in!= a radio went off as the sounds of explosions could be heard.

=Well well...now who do we have here?= Overlord's voice was heard, =Look at all these little organic critters running around on this moon base, it's almost cute= what followed was a loud explosion and cries of pain.

Decepticons ran around the moon outpost as they began overtaking it. They blasted down the communication towers first before spreading out and hunting down any and all personal. Overlord himself literally marched through the base, destroying anything in his path.

"Boss...stop playing with them," Sixshot spoke while blasting a Plumber ship before it could take off, making it explode and crash into another ship.

"Aw...come on now, Sixshot. Where's the fun in just ending them in an attosecond? It's more fun to watch 'em...squirm," Overlord laughed.

A portion of his abdomen opened to reveal six barrels which fired a barrage of energy blasts, causing another portion of the base to explode. He looked down as one of the Plumbers tried to crawl around him. Overlord smirked as he lifted his giant foot up...and slammed it down.

"You, begin hacking their computer system," Sixshot ordered to a Decepticon grunt who nodded and ran off, "Begin uploading new Alternate forms. Bring us anything that can fly or cause damage."

"Yes sir!" he replied as metal cables extended from his hand and into a computer, "Accessing Military vehicle database."

"Alright! Line up, you scrap heaps. Time for new forms," Sixshot ordered as the Decepticons lined up.

"I'll give these Earthlings one thing...they make nice killing machines," Overlord smiled as the Decepticon grunt's visor glowed, releasing a light that showed an array of different vehicles, "Okay boys! Take yer pick!"

The Decepticons began scanning as they changed into military jet planes, tanks, weaponized military APC's, and a whole host of other vehicles. Overlord smirked as he looked up at a Tank and a Jet. He laughed as he scanned both at once. His body flashed as it split apart. His upper torso transformed into a stealth jet while the lower half of his body transformed into a tank. Sixshot let out a white scanning beam which scanned an Offroad APC, a Tank, a submarine, and a Jet. He jumped, transforming into a large Offroad car which drove around the surface of the moon before flipping over and changing into a jet.

"Heh heh...Alrighty, boys!" Overlord began as he stepped out onto the moon, looking up at Earth, "Let's go hunt us some Autobots! Just remember, Prime is _mine_."

* * *

"...You sure you'll be able to eat all that, Makoto?" Jenny asked the squirrel girl...who had a really large tray of food in her hands while using her tail to carry a few bags of food.

"Oh believe me...I could eat more. But I just need enough to keep my stomach from revolting against me...and eating _me_!" Makoto argued as she handed the other snacks to Tsubaki and Noel, "Now those with weak constitutions...turn away." she warned.

The rest of the girls turned to Silverbolt. He whined as he walked off to another section of the boat in his beast mode.

"...It's not that bad is it?" Jenny asked the two just as Makoto sat down, " I mean...I've seen her eat a bit, b-"

"3….2….1…." Tsubaki counted down.

"ITADAKIMASU~!" Makoto beamed before chowing down on her food.

"Oh…" Jenny realized.

"Why does it sound scary!?" Silverbolt asked in concern.

"J-just don't look!" Noel exclaimed.

"Okay...I'm gonna need to purge this from my memory banks later," Jenny cringed as she removed her optics and put them into a panel that slid out of her chest so she wouldn't see it any further.

"Ahh...all done," Makoto sighed in bliss, patting her stomach as her tray was completely empty, "Fully energized and ready to kick butt!"

"We will not be kicking butt...because I'm pretty sure the people we are going to meet are far too tall for you to be able to do so," Tsubaki pointed out.

"Uhm...what is a butt?" Silverbolt asked as Cybertronians did not use the same anatomical terms as organics.

"Afterburner," Kajun informed, a tablet in hand that she was looking at as she sat nearby.

"Then why didn't she just say it?" he muttered, still not grasping the grammatical differences between his race and theirs.

"...Weren't you…" Noel began.

"I left to get something to drink…" Mai explained with a sigh as she walked over, a bottle of water in hand.

"Of course," Tsubaki sighed, "Kajun, what are you reading?"

"The Plumbers guide to Transformer terminology," Kajun explained, "An interesting read really."

"She's been looking at stuff relating to Cybertronians for a while now…" Mai stated, "Seriously, she used every computer on the ship to look up any and all info…"

"It's enough," Kajun added, "But not all!"

"You can write your own manifesto of Cybertronian knowledge after we've dealt with the situation at hand," Tsubaki sighed.

"Speaking of...what should we expect from this Overlord guy?" Makoto asked Silverbolt.

"Overlord is what's known as a 'Phase Sixer': Decepticons so powerful they are only used for the final stages of their six part invasion strategy," Silverbolt spoke, "There are only three of them: Overlord, Sixshot, and Black Shadow. Each of them are variable one bot Armies and are the ones Megatron kept the closest eye on."

"So...ha-have they been beaten before?" Makoto asked as she shivered a little.

"So far...only Ultra Magnus has ever scared them off, being the only one to damage Sixshot to date. We only know of Overlord and Sixshot still being alive...Black Shadow...just kinda vanished after he turned traitor. Weirdest thing...he was found torn apart...literally," Silverbolt shrugged.

"Ahahaha...this is sounding more and more scary by the moment." Makoto muttered, chuckling to try and hide the growing sense of fear from how well...scary the Decepticons sounded.

"I can tell…" Mai deadpanned as she poked Makoto's hands clamping onto her bosom.

"So it would be bad for Overlord to appear here," Tsubaki summed up, "I'm afraid to ask but...what is Phase six?"

"Total planetary annihilation," Silverbolt spoke simply.

"Guh! Okay, Makoto...we need to get you some sort of comfort device from now on!" Mai grunted as she deployed her spear to poke Makoto's hands, making her let go and let her move behind Noel to not be squeezed again.

"And one of them is coming here!?" Makoto snapped.

"Well...maybe...two…" Silverbolt muttered, scratching the back of his head, "Reports claim Overlord and Sixshot...have been working together since Megatron was arrested."

"...And they, of course, chose the one time the one person on Earth with the power to turn into different aliens with just a simple press of a button would be far away from the planet," Tsubaki groaned, "Of course…"

"Cosmic coincidences…" Silverbolt sighed, "And sadly, the few Autobots of the same calibur are rather, how would you say...loners."

"So what? They refused to come just to spite...Oh they did, didn't they? They refused that Sentinal jerk's orders 'cause they don't respect him…." Makoto sighed.

"More along the lines he insulted them in a fit of anger when they initially refused," Silverbolt replied.

"Of course he did…" Tsubaki sighed pinching the bridge of her nose.

"Ironically, I'd imagine if he told them who they wanted them to fight they might have agreed...but...well…"

"He stinks at his new job!" Makoto declared, earning a nod from Silverbolt.

"I think I see the boat," Jenny noted, her eyes extended like binoculars.

"Finally…" everyone sighed.

"Here's to hoping that they're alright there," Noel noted.

"Oh come on...they are super smart alien robots...what could be dangerous for them out there?" Makoto argued, "Silverbolt alone is the scariest beast on Earth that isn't alien in origin."

"But I am...oh never mind. I got that," he nodded to himself.

"Khyber," Tsubaki stated.

"Oh right…" Makoto cringed, "He was here before and took that 'trophy' of his."

"Well I'm sure he can't beat a whole team of confident and well put together team of Autobots," Mai spoke.

"Yes. Optimus's team were heroes who rose from a rag tag group of losers to the greatest Autobot team in history!" Silverbolt cheered.

"Wait...what was that first part?" the girls blinked.

* * *

"AH! Ratchet! Ratchet!" a short Autobot with yellow and black armor with his helmet sporting two little horns atop his head shouted as he ran around in panic. Why was he in panic? ...Well...a bear cub was clinging to his leg and he had no idea what to do.

"Oh great...you found another attempt at a pet?" an older-looking, taller Autobot sporting a neon green, pale black, and orange color scheme with a helmet sporting a broken horn on the forehead, part of the metal on his stomach area extended out, and stubble on his chin sighed, not looking up from working on something.

"What no! He's not a pet! He crawled in through the hatch! Again!" the shorter bot complained, "He's scratching up my paint job!"

"Didn't I tell you to invert your colors so it wouldn't mistake you for that yellow adhesive organics like to eat, Bumblebee?" Ratchet deadpanned.

"Well yeah...but then I thought that an all black paint job would make me look like some edgy protoform fresh from the academy…and the Bumblebee don't do cliches!" he argued as the cub growled, "AH!"

"Just...take it outside the ship before it marks its territory," Ratchet sighed.

"Wait...how does it do that?" Bumblebee asked before he heard the sound of liquid hitting the floor, "AH! It's leaking!"

"It's solar cycles like these that make me question why we didn't wait until _after_ we built the base to move here," Ratchet sighed.

"Can someone help get me down from here?!" a voice outside shouted in a panic, "Hurry please! The Energon's going to my processor!"

"Oh right...Our latest recruit nearly blew up the base his first night," Ratchet sighed as he looked outside to see a strong-looking Autobot in orange and silver with blasters on his arms and a car's windshield before his rugged face...hanging upside down on a large tree by several vines.

"Oh come on, Ironhide…" Bumblebee complained, finally shooing the bear away, "Who's turn is it to cut the bigbot down?"

"I say let him hang for another solar cycle...let the Energon go where he most needs it," Ratchet pointed to his head for emphasis.

"Oh hahaha...You tried that with me, remember?"

"Yes...Clearly results may vary," Ratchet replied.

"Ugh…" Bumblebee sighed before walking out, "I'm coming. Hold your tailpipe…" he sighed, transforming his arms into stinger-like weapons, "Just...armor up so I don't sting you again!"

"Right!" Ironhide replied as his body glowed before turning gunmetal grey.

"Ugh…" Ratchet sighed as the sound of zapping and a Cybertronian falling and hitting the ground followed.

"...I'm okay!"

"Okay, how did you get up there this time?"

"Well, I was reading up on trap setting on what life on this planet calls the 'Internet.' I found one that looks interesting and set it up, but when I was putting the bait…" he motioned to a piece of metal roughly pounded into the shape of a steak, "I got caught in my own trap."

"You know it's a good thing you're ruggedly charming," Bumblebee sighed, "Well I mean this could work if we had organic food." he pointed out.

"What do organics eat?" Ironhide asked.

"Uh...Sari ate a lot of food with high sugar content...It's like Energon for Earthlings in that if you take in too much, you're left hyper charged...and then crash." Bumblebee explained, "But...uh we don't have any of that stuff. I mean unless these weird things the trees keep dropping on our heads count as foot." he spoke while holding up a chestnut.

"Hmm...couldn't hurt to try," Ironhide smiled, taking some and putting them on a second trap, "Betcha I catch some Earth monster!"

"Last time we thought we had an Earth monster, it turned out to be a mutated strain of space barnacles," Bumblebee recalled.

"Oh come on! You guys talked about this place having all sorts of weird creatures," Ironhide countered, "Who's to say we don't catch one of those freaky Earthlings who keep bugging us?"

"You make a point…" Bumblebee spoke, "Plus, it'd be hilarious if it was Professor Princess stuck in it."

"That one struck me as...weird."

"You and me both, big guy," Bumblebee replied with a nod, "You and me both...least it wasn't Angry Archer or..."

"Finally we're here!" a voice exclaimed.

"Was that a human?" Ironhide blinked.

"They must be looking for us," Bumblebee noted, "We really gotta get Mr. Sumdac to speed up that boat."

"Okay..now t-Makoto get back here!"

"Nope! So many trees, and I'm looking to burn some energy!"

"Wait...what about the…" Bumblebee began as a snapping of vines was heard followed by a cry of shock.

"Kya!"

"Oh...it worked!" Ironhide cheered.

"Do not worry! I w-WOAH!"

"...ugh. It's like Ben never left…."

"Okay, Ironhide did it!" Bumblebee panicked, "Don't get Optimus!"

"Let's see what we caught," Ironhide smiled as they walked over to see Makoto dangling upside down, "Hey, we caught one of those earth villians with a weird gimmick!"

"No! I mean, did we?" Bumblebee asked confused, "These are some odd girls…"

"Rude!" Makoto complained, "I am not a 'villain with a weird gimmick'! I'm a good guy!"

"Then why dress like an Earth animal?" Ironhide argued.

"Dress like…" Makoto began before hhr eyes twitched, "...My ears and tail are _real_."

"Really? ...Earthlings are weird…" Ironhide whispered to Bumblebee, "They have mutants…"

"Excuse him...he's new to Earth," Bumblebee spoke, shoving his face away, "Here just...let me get you down." he spoke as he went to the tree and began ripping the vines used for the trap, "But...he's not wrong that this is a new one for us...or have you always been around and we've just never seen you? 'Cause I swear Sari never told us everything...she never did explain what anime was…"

"...Grr..." Makoto's eyes began to twitch violently, "I...am not...a mutant…"

"You're not?" they asked.

"NO!" Makoto snapped, knocking the two over from the force of her exclamation, "I am a Beastkin; half human and half animal! I was not made in a lab or anything! I did not get these in an accident! I didn't get bitten by a radioactive squirrel! I was BORN WITH THESE, YOU BAKAS!"

"And that sounds like someone mistook her for wearing a cosplay again," Tsubaki's voice noted.

"Oh dear...I hope she didn't try attacking them…" Noel's voice added in worry.

"Can someone please help me down?" Silverbolt's voice asked.

"How did you get stuck like that!?" the girls gawked.

"Okay... Ironhide, you go help them…" Bumblebee sighed as he zapped some vines, letting Makoto land on the ground, "I'll clear things up with her."

"Huh...That sounded like Silverbolt Major," Ironhide noted, "Got it, Bumblebee."

"So...sorry," Bumblebee chuckled, "But to be fair...in our optics, all humans are a little freaky."

"...Choose your next words _very carefully_…" Makoto frowned.

"MAKOTO NO!" Mai freaked as she ran over and grabbed the squirrel girl.

"Yeesh! Are all human girls like this?" Bumblebee sighed.

"What's that mean!?" Makoto growled.

"Uh, new girl? Back up for a sec." Bumblebee said as Mai did so, he then transformed his arm and tapped Makoto with his weapon arm, a zap going through her and making her fall over, "Calm now?"

"...I think you knocked her out…" Mai noted, lightly poking Makoto a bit, yelping when she gave off an electrified flinch.

"I mean...is it any worse then her being awake and super sensitive?" Bumblebee asked as he then got down on his knees, "Please...just don't tell the Boss Bot I did this! Please, nice girl! I'm on my servo joints here...please?" he clasped his hands together, "I've screwed up so many times that I'm a solar cycle away from getting what you humans call...grounded...which I can only assume means that he's gonna bury me underground!"

"I-it's fine! Just...my friend Makoto is pretty sensitive around certain...words," Mai explained

"More like she's an attack Squirrel with a lot of trigger words…" Bumblebee muttered.

"That...is very apt yes," Mai nodded sadly.

"I...dake avvense tho dat…" Makoto slurred a bit.

"Sh-should I zap her again?" Bumblebee asked Mai, who honestly gave it some thought.

"AH! Monster!" Ironhide shouted, "Yes! My traps worked!"

"W-wait stop! He's a Cybertronian!" Tsubaki quickly clarified.

"H-hai! Don't hurt him!" Noel added.

"Aw...that's a disappointment...I wanted to capture a mighty Earth beast...but...uh...what in the name of Primus happened to him? He's all...organic looking," Ironhide spoke.

"Ow! Stop poking me, Ironhide!" Silverbolt complained.

"Wait a nanoclick...Silverbolt Major? Wh...What happened?"

"Silverbolt Major? The top pilot from the Great War?" Bumblebee asked as he walked over, Mai picking up Makoto as she followed.

"Can't a bot take a few cycles to work on the circuitry for the security system around here?!" Ratchet snapped inside of the base nearby.

"Ratchet, we may need your medical expertise!" Bumblebee called.

"Oh what now? Did one of you get a rock stuck in your servos...oh, or let me guess. You both thought it would be a good idea to make a and I quote 'Energon Hot Tub' end quote," Ratchet spoke, walking out as he looked at the scene, "...I'm calling Optimus and Jazz...they are gonna wanna see this."

"No!" Bumblebee cried, falling face first, "No!"

"I am so sorry for this…" Tsubaki quickly bowed, "We're on an important mission assesting Silverbolt and..." She sighed as she motioned to the scene.

"Allow me to call Optimus," Ratchet sighed.

* * *

A red and blue fire truck drove along the path followed by a white sports car. The two transformed into Optimus Prime and a white armored Autobot with a blue visor over his eyes and headphones-like items on his head with a beanie-like helmet. The two walked up to the base only to pause as they heard what sounded like chaotic arguing. Optimus sighed as he opened the door to see the scene.

"Get her off!" Bumblebee cried as Makoto was clinging to his back and hitting his head repeatedly, "She keeps punching the back of my head!"

"Makoto, get off him!" Tsubaki ordered.

"No! He needs karma for those mutant and freak comments!" Makoto snapped.

"I place Energon on the funny looking human!" Ironhide laughed.

"Stop touching that...not that either...just...Stop touching my medical tools!" Ratchet snapped, "I need to examine what happened to this idiot."

"I take offense to that," Silverbolt spoke, in robot mode and strapped to a table, "Wait...that...that looks sharp...Doc...Doc!?"

"Amazing. It's almost exactly like Black Arac-I said stop!" Ratchet turned to Kajun, "I'll explain when I'm done with the freak of nature."

"Well, now my feelings are just hurt!"

"Boss bot…" the white Autobot sighed.

Optimus grabbed the hammer on his back and slammed the bottom of the staff as the sound of a thunderclap made everyone freeze in place. His face mask slid open, revealing his mostly blue face as he gave a very annoyed sigh, "Guys...we were on the mainland for one...just _one_ Solar Cycle. What in the name of the Thirteen happened while we were away!? And who are these humans!? And speaking of...you. Human with the tail. Get off my scout this instant!" he ordered as Makoto jumped off and stood at attention, "Bumblebee, apologize for whatever it is you did. Ironhide, stop instigating. Human who keeps touching things, stop it now and forever. Ratchet, what...or rather who is that? And you human girl with red hair who's clearly in charge...explain before I blow a gasket…"

"...Oh he's good…" Jenny whispered.

"He's real savvy on dealing with the craziness that happens on this hip planet," the white bot noted before looking closer at Jenny, "Huh. Jazz. New bot made by Professor Sumdac?"

"Jenny Wakeman and no. Hard to explain, but technically I'm from the past and was made by my mother, Nora Wakeman," Jenny answered.

"Which I call nonsense on as she's so advanced, she may as well be a Techno-organic life form!" Ratchet spoke, "No human could make something so advanced or amazing!"

"Wait. You're Jenny Wakeman?" Jazz asked, "Groovy. The head chick in charge of Cluster Prime has a day named for ya for helping them oust a jive warlord."

"Vega named a day after me?" Jenny blinked at that.

"You should check it out one day. That is a groovy party!" Jazz smiled, "Them Cluster Prime 'bots sure know how to throw down."

"I found the story of a bot from Earth as advanced as them hard to believe...but yet here you are," Optimus spoke, "Bumblebee, I'm not hearing a sorry…" he turned to Bumblebee.

"...Sorry for those comments earlier…" Bumblebee said as he looked at Makoto.

"It's fine...Just don't let it happen again," Makoto stated in a serious tone, "Plus if you had said something worse...I would've knocked you towards a moon-sized meteor."

"She'll do it too," Kajun added, "All while leaving an imprint of her fist on it before it explodes."

"...noted," Bumblebee meeped as he scooted away from Makoto.

"But don't worry. Doing that hurts her just as much since her body's not ready for the recoil," Tsubaki assured.

"Alright, alright. Let's not get out of hand here," Optimus sighed, "Bumblebee's mouth moves faster then his processor. But I can imagine he freaked out over you...not looking like any human we've met before. I'll ask about that later, but you girls are armed so I can only guess...Military...but far too young and your armor is alien in origin. So Plumber rookies?"

"Correct," Tsubaki nodded as she stepped forward, "I am Tsubaki Yayoi, current field leader while the person in charge of our team, Ben Tennyson, is away."

"No way. You cats work with Ben Tennyson? The little hero dude of Earth?" Jazz asked with a smile, "Now that's tight."

"Well then, I guess this is important for you if you take the time to come and find us," Optimus spoke walking over to a monitor, "But...why didn't you just call?" he motioned, revealing it had a line of communication to the Plumber base.

"WHAT?! Oh come on!" Makoto snapped, "Did no one just know!?"

"To be fair...you Earthlings forget things rather easily," Ratchet replied, turning to Makoto.

"...He kinda has us there," Mai admitted.

"Ahem!" Tsubaki cleared her throat, "Moving on. Silverbolt, didn't you say you had an important message for Optimus?"

"MMM!" Silverbolt panicked as Ratchet held a laser scalpel to his torso.

"What? ...I need to see if I can fix him," Ratchet replied, stopping as he undid the muzzle mask that was covering his face.

"Gah! Oh thank Primus…" Silverbolt sighed in relief.

"Silverbolt Major...how did you...?" Optimus asked, walking over to him, "You...you're part organic?"

"Groovy…" Jazz whistled.

"Yes...and to be honest, I prefer this mode more," Silverbolt admitted, grinning a bit as he moved his head to his wings, "...Even though I can't go back to Cybertron due to Sentinel Magnus' anti-organic policy."

"Of course he'd do that…" Optimus sighed.

"Alright fine...but first let me get rid of the horrendous wings." Ratchet spoke as his hand morphed into a buzzsaw.

"GAH! NOT THE WINGS!" Silverbolt freaked.

"Autobots don't fly!" he snapped.

"Wait, they don't?" Makoto asked.

"What can I say...we like being close to the ground," Jazz smiled.

"Oh...still he does look pretty cool," Makoto admitted, "I mean, he's a Eagle/Wolf fusion...that's a pretty maximum level cool robot right there...oh! Maximal!"

"Maximal?" Silverbolt blinked.

"Yeah! Instead of being vehicles like the Autobots, Maximals are mostly animals like gorillas, tigers, cheetahs, and eagles!" Makoto explained before gasping, "Oh! You can even say 'MAXIMIZE!' to transform from your Beast Mode!"

"Makoto that's…" Kajun began before blinking, "...Notepad. SOMEONE BRING ME A NOTEPAD!"

"...May need to do the hammer again, Optimus Prime, sir," Jenny suggested.

"Please do," Noel added, seeing the look of _science _in Kajun's eyes.

Optimus nodded before tapping the bottom part of his staff again, causing Kajun to stop upon hearing the thunderclap sound again, "Now then...what's this important message you have for us, Silverbolt?"

"Hmm? Oh yes...it's pretty bad news if I may add, Optimus sir," Silverbolt explained as he looked over, "An incredibly dangerous Decepticon is heading here to Earth."

"What?! Megatron got out?!" Bumblebee freaked.

"No," Silverbolt replied, earning a sigh of relief from the yellow 'bot, "Overlord."

"Overlord?! _Overlord_?! ...Who's Overlord?" Bumblebee asked while the other four had their optics widened considerably or stumble back in shock.

"Oh, right. You and Bulkhead were thrown out of the academy by Sentinel Magnus when he was still a Minor," Ironhide managed to shake it off first, "Basically...think Megatron, but uh...well...really _really_ more ruthless and does slow and painful methods for slagging others."

"A sadistic monster who offlined more 'bots than anyone in Cybertronian history, be they Autobot or Decepticon. All he cares for are destruction and chaos," Ratchet added, "If you thought Megatron was bad...then you've seen nothing."

"Overlord is on Cybertron's most wanted list, right after Megatron himself and just before Cyclonus," Jazz added, "Elite Guard has been hunting him down for millions of stellar cycles."

"His body is heavily modified, his armor is made of the strongest stuff, and he has limitless energy," Ironhide added, "It's said one of the few people to ever scare him off was Ultra Magnus himself with the hammer Boss Bot has now."

"The hammer is powerful...but it's just a tool," Optimus spoke, "If Overlord is on his way here...he wants me. I beat and arrested Megatron, so I'm his target. If that's true...Ratchet...it's time we finish the changes to that little project we borrowed from Sentinel." he smirked proudly.

"Some parts are too small for me to accurately connect without fully opening it, but that would only delay the completion," Ratchet noted before looking down at Kajun, "...Oh I feel it down to my Spark that I'm going to regret this at one point in the future, but…" he muttered before speaking to her, "Considering you seem to be the one in charge of tech maintenance of your group and I need assistance to do some quick modifications to something to help Optimus for when Overlord shows up…I need your assistance with internal modifications."

"Anyone with sharp hearing, turn it off or cover your ears!" Makoto yelped, quickly covering her ears.

"Huh? Wh-" Silverbolt began before Kajun let out a loud excited squeal of joy, "Gah!"

"Crazy…" Jazz muttered, his headphones protecting him.

"Very…" Optimus flinched.

"Oh Blukic and Driba are gonna be jealous…." Kajun whispered, hopping a bit in place like a kid in a candy shop before calming down, "Very well. Just show me what I need to do."

"...uh, what's a Blukick and Driba?" Bumblebee asked.

"Galvans that work at the Plumber's base we work at," Makoto explained.

"You have Galvans?" Optimus asked, "They could be a big help...wait...are they...normal Galvans or...you know…" he pointed with his eyes to Bumblebee as if to use him as an example of general IQ levels.

"..." Mai just sighed and nodded.

"Welp...Talk about a real zonk to the head…" Jazz sighed.

"Ah! There are two of them!" Makoto pointed at Jazz and Jenny.

"This is gonna be a long day…" Optimus sighed, "Permission to...take command of your team?" he asked Tsubaki.

"If I can assist in anyway, of course sir," Tsubaki nodded.

"Autobots! Plumbers! Fall in!" Optimus shouted, slamming the hammer again, "Ratchet, you and Kajun get to work. Jenny, see if you can help in any way, you might be able to offer muscle to small repairs neither of them can do."

"Right!"

"Bumblebee, Ironhide, Makoto, and Mai, you will check the weapons and weapons systems. If worse comes to worse, we'll need to wake up Omega Supreme from his nap," Optimus continued, "And for the love of Primus, don't fight or so help me..._I'll_ do the finishing hit. Are we clear?"

"Yes sir/Y-yes!" The others saluted.

"Silverbolt, Jazz, Tsubaki, Noel, with me," Optimus ordered, "We're going to strategize and try and call Cybertron for some back up. If Overlord brings a Decepticon armada, not even the Plumbers will have the tools to hold them back for long."

"Understood, sir. But first…" Silverbolt informed before inhaling and shouting, "GET ME OUT OF THIS VIVISECTION!"

'_I really hope this isn't a sign of how things will happen in the fight ahead…'_ Tsubaki and Optimus thought.

* * *

"You're right. This could serve as a good point to bottleneck their troops," Optimus nodded, pointing to a map with Jazz.

"It's not by a lot, but it'll help. If we set up Omega Supreme here, we'll be able to take them down fast," Jazz added, "But Overlord is gonna be chasing you around like crazy. You good to handle him Optimus?"

"...Honestly? I don't know. He's considered worse than Megatron and I barely took him down alone. Even then, it was due to interference run by Starscream controlling one of the Lugnut Supremes and Prowl's spirit that helped me get the winning blow. If the secret weapon isn't ready...we're going to have to rely on Omega Supreme's fire power a lot," Optimus sighed, "And if Sixshot really is with him…"

"Hey now, chill Boss Bot. You focus on one Decepticon psycho. You let us handle Sixshot. I've been meaning to see if he's all they say he is. A Decepticon Ninja...oh this I gots to see," Jazz smirked.

"What concerns me is what alternate forms they'll take on to disguise on this planet," Silverbolt noted, "For all we know, their troops might blend in as law enforcement vehicles or something with far greater firepower like tanks or stealth bombers."

"Knowing the Cons, that's most likely their game plan," Optimus sighed, "Tsubaki, Noel, ask Magister Tennyson to begin a search for Military vehicles flying or moving too close to populated areas. If a Military convoy suddenly tears through town...it's them."

"Of course," Tsubaki replied as Noel began to contact him, "If we're lucky, the Plumbers might already know they've entered the Plumber's planetary defense system."

"Knowing Overlord, he probably got a lot of no name bots and rookies to be distractions. He wants me out on the frontlines ready to fight." Optimus spoke, "If we're lucky...maybe, just _maybe,_ I can beat him and scare off the stragglers. But that's a big maybe."

"Speaking of...just what is it that you borrowed from Sentinel Magnus?" Silverbolt asked, raising a brow.

* * *

"'Project Powermaster.' Ooh! The name alone gives me a shiver of excitement," Kajun noted, looking at the blueprints.

"It was designed as an upgrade system to make high ranking Autobot leaders stronger to better face threats. Of course, Sentinel 'Magnus' intended it to be all his…" Ratchet sighed.

"Wow...I could actually hear the air quotes," Jenny spoke.

"Fortunately for us, he 'let' us 'borrow' it for an indefinite amount of time," Ratchet chuckled as he looked over at the project on a nearby set of tables, "So we'll be tweaking it to work for Optimus instead. Unfortunately...there's a small issue. Given the time window we have, we don't have enough time for the most important part: the Powermaster itself."

"Huh?" the two looked up at him.

"You see this on the blueprints? That is actually an automaton designed to integrate with the system. It's meant to help channel, regulate, and distribute the power provided by the upgrade system so that it doesn't cause the Autobot inside to overload and offline themselves from the power this system will provide," Ratchet explained while pointing at a part of the blueprints showing a small robot-like diagram that transformed into an engine of sorts.

"Amazing...how could such a thing be made?" Kajun asked.

"Hard to say. My first guess was they'd enhance a Minicon to become this Powermaster, but that would take a small bot who can handle and channel an insane amount of energy," Ratchet sighed, "Not to mention the ability to transform and perform the Power Link."

"It looks kinda human sized," Jenny noted.

"Yes. That is the smallest a Minicon can become. Honestly, I think that Sari might be one, though with an organic form..." Ratchet muttered the second half.

"Who are you apologizing to?" Jenny asked.

"Not 'sorry;' Sari. She is the first 'human' we encountered on this planet. Though it was later revealed that she was originally a protoform that appeared in Professor Sumdac's lab one night and ended up scanning him and ended up as Sari. A while back, she upgraded herself and went from looking like an eight Stellar Cycle old into a sixteen Stellar Cycle old," Ratchet explained, "She had quite the way with machines, even managing to discover just what was going wrong with the spacebridge we were building by somehow 'hearing' it. Currently, she's on Cybertron's moon at Bulkhead's farm, being tutored by a good friend of mine on her Cybertronnian roots." he pointed at Jenny, "You act a bit like her."

"I do?" Jenny blinked.

"Easily excitable, curious about everything, more than likely more than meets the optic," Ratchet noted, "And from what the Internet and Extranet have, you joke in difficult times to keep up morale."

"That...is all highly accurate," Kajun nodded.

"Hmm...I might have an idea...but I'll have to run it by you little one. But first...we need to get this thing working. I have the utmost faith in Optimus...but Overlord...we'll need more than the power of faith and trust...I'm thinking the power of amazing technological advancement and punching," Ratchet replied, "Now...let's get to work."

"Yes, sir!" both saluted.

* * *

"So...What's an Omega Supreme?" Makoto asked Ironhide, "I've heard of a Delta Supreme from Silverbolt, so is it related to that?"

"See our ship?" Ironhide pointed at a large yellow and red ship, "All of that? ...That's our friend and fellow Autobot, Omega Supreme." he crossed his arms proudly.

"Wait...your ship is one, too?!"

"The big guy is as literally as you can get...our Big Guns!" he smirked, "He's got ion cannons all over his armor, missile launchers, laser casters, and concussive blasters."

"Whoa! That's so cool!" Makoto awed, "...Hmm...Hey, are they related to the Titans Silverbolt spoke of?"

"The Titans?" Ironhide repeated before chuckling, "Those are just a myth."

"Huh?"

"I mean Transformers the size of cities? They make for great stories for fresh protoforms, but if we had things like them on Cybertron, they should have woken up during the war," he sighed, "Besides, some legends say that there use to be Bots who could talk to these Titans called City Speakers." he waved off.

"Oh…" Makoto blinked, "Well...who knows? They could be real. I mean, I never thought aliens existed one day, and the next...me and my friends are part of an organization filled with 'em."

"Hmm...That's a fair point. We thought organics were all disgusting monsters that spit up acid that would destroy our internal systems," Ironhide spoke, "After meeting ya...you humans are...kinda harmless looking."

"Seriously?"

"Yeah. ...Um...Which one did you mean by 'seriously?'" Ironhide asked, turning gunmetal grey as a precaution.

"The former, but I assume that's thanks to that Sentinel Magnus jerk and his paranoia-filled ego."

"He was my drill sergeant in boot camp. He seemed pretty okay, but I don't know...ever since he got a chance to promote, he's been acting...paranoid," Ironhide sighed, "We all figured he was mellowing out after coming to Earth once. But to be fair, Optimus says when he came here...he literally lost his body."

"Eh?"

"I'm not joking. From what I heard, he lost his body to this one Earthling and was reduced to just a head!" he laughed, "An enemy, I think he called himself Heady Masterguy or something, took his body from him and Optimus admits he enjoyed having to beat his body up to get it back."

"Wait...so he literally lost his body!?" Makoto laughed.

"What do you think they're laughing about?" Mai pondered as she and Bumblebee were on the other side of the place, looking at several monitors.

"Eh, probably sharing embarrassing stories of others they know," Bumblebee replied before sighing, "Ya know, days like this make me wish I was just back to being a 'bot that cleans up Spacebridges. Back then, there wasn't any Decepticons as powerful as Megatron, no AllSpark being broken or needing to be protected."

"But you are a hero here on Earth. Don't you enjoy it?" Mai asked.

"Well I did at first...before learning that the entire time it was Megatron scheming to regain his power and body," he countered, "I miss the old days…before I started losing friends." he sighed, crossing his arms and leaning on the control panels to the monitor.

"Oh...sorry. I...shouldn't have asked."

"It's fine…" he groaned, "You didn't really know."

"Then why did you come back to Earth then?" Mai asked, "Why not stay with your friends back on Cybertron?"

"All my life I dreamed of making it to the Elite Guard...but then I got stuck here...where I made my real friends." Bumblebee spoke, "So when Optimus said he'd come back to Earth to protect it, I didn't hesitate to come with him. This...crazy and weird planet is just as much our home not to. So...I'm gonna take care of it...but I'm still gonna complain...I'm a complicated bot like that." he smiled.

Mai nodded with a smile, "I got it." she looked over at the communications system, "So...how did you get that anyway?"

"Funny story about that. A few days after we came back from Cybertron to turn in Megatron and the Decepticons he had with him, this guy named Max Tennyson showed up and introduced himself as the Magister in charge of Earth," Bumblebee explained, "We are actually the first Cybertronians to ever agree to being liaisons between Plumbers and Cybertronians. Even gave us registration for our vehicle modes for outside of Detroit so we wouldn't be impounded...again."

"Again?"

"I blame Bulkhead entirely for the incident," Bumblebee quickly denied.

"Your best friend who's well intending but more brawn than brains sometimes?" Mai guessed.

"Yep. ...Makoto?"

"Makoto."

* * *

"Is it just me or is the Earth cursed with attracting all kinds of insanity?" Patelliday questioned.

"Unfortunately...I have to agree," Max sighed as alarms blared while monitors displayed a view of space where a massive vessel was shooting away at a yellow energy barrier.

"That is a very high class Cybertronian attack ship, and a Decepticon one at that," Patelliday sighed, "And here I thought the Cons would stop coming here after Megatron, but just our luck two of the worst of the worst show up. Only thing worse would be is if the DJD came here after them!"

"..." Max quickly turned to a pair of Plumbers, "Extend the scanners to check if they're in the area."

"Yes sir!" they shouted, getting to work on that.

"I really hope it wasn't my fault this time. Those girls have gotten us all jumpy about these superstitions," Patelliday sighed as he went to his station to help.

"True," Max agreed as cracks appeared in the shield, "Hmm...Considering there seems to be just one ship...Patelliday, remember back in '86 on Pluto?"

"One of our weirdest assignments," Patelliday nodded, "...Why do you ask?"

"Remember how we dealt with that Uranusian Dragon-Panther?"

"Remember? I still have the head!" Patelliday replied before getting what he was suggesting, "Ah...Oh, that's a good idea. Though we'll still have to deal with..."

"I know, but which is better: dealing with all of them or half?"

"I like that math, Max!" he smirked, typing away, "With any luck, these lug heads put all their energy from their shields into their cannons!"

"On my mark...open…" Max ordered as they all tensed, "Now!"

At that, the barrier opened enough for the ship to begin passing through. Patelliday quickly typed away and slammed the enter key as the shield began closing. It trapped the ship before closing and began pinching an entire section off. After several tense moments of struggle, the shield closed up and cut the large portion of ship off. The entire section which was left outside the shield fell back as its engines began to backfire and explode.

"Yes! We got 'em!"

"Let's hope that Overlord...was...on…" Max paused, "Enhance image!" he ordered, pointing to a section of the barrier.

The image focused as it showed Overlord floating as he held a small gap in the shield open with his bare hands. He looked up as if knowing he was being watched and, with a large smile, he began pulling the hole open wider with his hands. With almost no effort, he made the hole large enough for him to pass through. Sixshot waited for him on the other side as the two turned towards Earth together. The few Decepticons still with them floated around them as the front half of the ship floated in Earth's orbit.

"..." Max and Patelliday groaned as they facepalmed.

"I'll go contact the Autobots in Detroit," Max sighed.

"Really glad they agreed to be liaisons between us and the Cybertronians," Pateliday noted.

"A Prime with a good sense of honor and learned to like Organics...it's like a miracle." Max sighed, "Still, we dwindled their numbers by a lot...I just hope it's enough."

* * *

"Everything set?" Optimus asked.

"Yes sir," Tsubaki replied with a nod.

"Ratchet, status of Project Powermaster?" Optimus asked.

"As ready as I could get it," Ratchet replied as he pulled in an armor trailer resembling the back of a fire truck before motioning to Kajun and Jenny atop it, "Wouldn't have been as far as I got without these two."

"That's great to hear," Optimus sighed, "Bumblee, Ironhide, Makoto, Mai. Status?"

"So far nothing, big guy," Makoto replied.

"...Wait…" Noel spoke, walking in as she moved up to a monitor, "What's that in the sky?"

"Hmm?" Makoto blinked at that.

"We're getting a transmission from the Plumbers," Bumblebee noted, "...Um...okay, how do I answer this again?"

"Again, 'Bee?" Jazz sighed.

"Well excuse me for having trouble remembering what button it is when they're all green and black," Bumblebee defended himself as Mai pressed the largest one in the middle, causing Max to appear on the screen, "...oh."

"Magister Tennyson," Mai greeted.

=Ah, good. Looks like you girls made it in time= Max noted =Optimus, are you there?=

"Right here," Optimus replied, walking up.

=We were able to destroy the ship they were using along with nearly the entire crew. However...Overlord showed just how tough he is by not only being in the center of that explosion but also keeping the barrier we used to break it in two open until he shattered it= Max informed =We've confirmed he has Sixshot with him and there are several other Decepticons with them that survived=

"Well dang...good news is that I get to have a go at a Decepticon Cyber-Ninja after all." Jazz smirked.

"Um...minna…?" Noel tried to speak up.

"Any ideas on where they'll be landing?" Optimus asked.

"Minna…"

=We're not sure, but most likely it'll be outside of Detroit=

"Minna…"

"Good. The less civilians that get caught in the crossfire, the b-"

"HEY!" Makoto snapped, earning everyone's attention, "Noel's found something."

"What is it?" Bumblebee asked.

"...There's something burning heading this way," Noel explained as she pointed at the monitor, pointing at a red 'star' in the sky.

"They used the remains of their ship as a landing pod…" Optimus realized.

"...And they're using the gravitational force to move towards us…" Tsubaki realized, "But..how did they find us so fast?"

"We can't be sure...but it means he's arriving soon," Optimus scowled.

"Please tell me we have backup," Makoto gulped.

"We do have some funky fresh Dinobots on the island, but the issue is that Grimlock's boogied on out and no one's seen him for a few Quartexes, so they've been off just doin' their own grooves," Jazz explained.

"..."

"...Something up? Wait...you know where Grimlock is?!" Bumblebee asked.

"Yes...and no," Makoto replied.

"I've only heard of it from the girls here on the way, but this 'Grimlock' you speak of...was offlined," Silverbolt informed, "A huntsman known as Khyber was the one who performed the deed and took his sword as a trophy."

"Yeah. No idea where his old body is, but, well...the 'yes' is that when we, minus Jenny, Mai, and Kajun here, got caught by Khyber once, Ben's Omnitrix got scratched and ended up copying his CNA on it," Makoto explained as Kajun held up her badge and displayed Ben's Grimlock form, tearing through a Dimension 12 robot with his sword.

"Whoa! He looks like he got Reformatted!" Bumblebee gawked before it fully caught up to him, "...So we're dealing with two Decepticons known to destroy entire planets...it's just us...our best Dinobot that'd be a great equalizer is offlined...and his 'successor' is off-planet. ...I never thought I'd quote Rattletrap, but we're all gonna die."

"Don't be so sure of that, young Bumblebee," Silverbolt advised, "We may be outmanned, but what we have is variety and factors they won't count on. Optimus, your orders?"

"My orders? Well, my Autobots, we have a long and hard fight ahead of us. But Earth is our home now as well as Cybertron. I'm going to defend it to the last nanocycle of my Spark. All I ask is you stand by my side and fight. The Decepticons think they can invade our world and get away with it? Well, let's show them why Megatron's behind bars. Autobots!" he raised his hand up, "Transform and Roll out!"

* * *

_GT: Oh, this is gonna be swe...wait. Why are we at the author's notes? ...We just cliffhanged, didn't we?_

_SZ: Yup. We did._

_Z0: Ahahaha...ah...you thought you'd get the good stuff huh...no. I'm gonna put all I got into the next chapters fight scenes. _

_GT: Oh, that'll be good. Huh...This'll be the first three-part thing we've done for this story._

_Z0: If anything deserves it...then it's Transformers. You can tell, we REALLY love this franchise huh?_

_SZ: Massively, so expect some huge action next time!_

_GT: Yep. So make sure to Read and Review._


	20. Remix Heart Roll out! Pt 3

_SZ: Behold! Pt 3 of this little mini arc!_

_Z0: Mwahahahaha *restraint armor breaks off my body in a bursts of steam* Finally….I am set free!_

_SZ:...oh geez...he's set loose *runs*we own nothing aside from original content! Start story!-!-!_

_Z0: YES! *powers up and unleashes a burst of energy which destroys a chunk of the earth* _

_GT: *in space donned in a space suit* Disclaimer: We don't own anyone from any series used in this. Only thing we own is what we come up with._

* * *

The sun slowly began to set in the distance as an evening glow covered the island, a cool calm wind blowing through. Normally this would be a nice and calm event...but no. This was the calm before the storm that would be the battle against Overlord and his group of Decepticons.

"Well…" Overlord spoke as he tore apart the haul that used to be part of his ship, "Earth, finally...hehehe...I'm gonna love tearing this place up." he spoke while stomping out; he walked out as his Decepticons joined him, "Decepticons…." he smirked while marching forward, "Transform...and rampage!"

The Decepticons roared in response as they transformed and rushed forward, charging forward as they prepared to face whatever got in their way and destroy it.

"Just remember, leave Prime to me!" Overlord added, "Whoever's fightin' alongside him...feel free to rough up as much as y'all want!"

"Let's get it done," Sixshot spoke as he flipped and transformed into his car mode before speeding ahead to lead the charge, "This atmosphere full of organics is sickening to my spark."

"Don't worry. Once Prime's finished, we can get to wrecking this mud all of a planet," Overlord assured with a dark smirk.

* * *

A few Decepticons laughed as they plowed through a few trees, knocking them over as some of the animals began to flee.

"Come on out, Prime! Don't ya care what we do to these Earthlings?!" one of them cruelly laughed.

"Maybe he really is what these mudballers call 'chicken!'" another laughed.

"Hey! Someone left an Energon cube here!" another noted.

"Say what?!" the other two turned to a third.

"See?" the third pointed at a multicolored glowing cube atop a bed of leaves.

"...I call dibs!"

"Like Unicron you are!"

"I found it, so it's mine!"

"No it's mine!"

"No! MINE!"

"ITS MINE!" the three snapped as they leapt for the cube and grabbed it.

"Ha! I…" one of them began before they suddenly lowered a bit, "...Please tell me we didn't fall for a trap."

"..."

"..."

"...You clunk h-!" the first one began before they fell into a large hole.

"GAH! I can't move! There's tar in here!"

"This place has tar?! What the scrap is this?!"

"Ahem," all three, covered in tar, looked up to see a smirking Ironhide, a tree branch in hand, "Hey there."

"Autobot! Shoot 'em!" the first ordered.

"Uh, tar?" the second reminded, hefting up his gun to show it jammed with the black gunk.

"Oh right."

"So you can't fire, can ya?" Ironhide asked before holding a charging blaster to the branch, igniting it, "Good."

"Oh slag," the third squeaked.

"...W-we know what your thinking. 'Should I drop that lit branch?' And the answer...may surprise…" the second began.

"As I heard on the Earth radio: Get lit!" Ironhide declared as he dropped it before running away as the hole erupted in flames and screams, "Ooh...So that's why they warn us not to mix tar with fire...wow."

"Hold it, Autobot scum," a Decepticon spoke, aiming their blaster at Ironhide's head, "Surrender quietly and I won't shoot me."

"Isn't the term 'or you'll shoot me?"

"I know what I said!"

"Alright. But, uh, just step to the right, okay?" Ironhide warned.

"Oh, you'd like me to step to the right, wouldn't ya? You done made that there trap, so you probably know where they all are and are just trying to trick me to step into one. Well, I'm not an idiot, gasket case! I'm going left!" the Decepticon declared, stepping to the left...only to scream as the hidden wire attached to a bent down tree snagged his leg and sent him flying off into the air, letting him be easy prey to be blasted apart by Ironhide's arm-mounted cannons.

"I warned him," Ironhide chuckled.

* * *

"Ahh...These mudballers make such a mess…" one Decepticon muttered as a pair trudged through a grove of acorn trees, "I mean, why do they eat these things?"

"Oh, I checked their 'internet' about it. Apparently, they can turn these things into an alternate fuel source for vehicles," the other noted.

"...Don't be an idiot. Who'd use these things for fuel? They're nothing but ju...!"

"*whistle* Hey! Twiddle Dumb and Dumber!" the two looked over to see Makoto sitting on a nearby branch, kicking her legs a bit as her tail swayed, "Hello~"

"...What kind of freaky human is that?"

"I think, based on what I've read on the 'internet'...she's a what they call 'furry.'"

'_...Focus on the mission, Makoto…' _Makoto thought in annoyance, her hands gripping a bit as she kept the smile up, "And you must be what they call gearheads or roadhogs."

"It means you…" they pointed at each other before becoming offended and fighting each other...making them sink faster, "...Wait a minute…" they looked down, "What the frag?!"

"And that, my fine gearheads, is called quicksand," Makoto noted, "Why do you think I'm up here and not down there?"

"Frag you, freaky earthling!"

"Idiots say what?"

"What? ...Aw scrap!"

"Oh, and one more thing? I'm a 'freaky Earthling'..." Makoto held up a pair of grenades, "That has bombs."

"Those little things?" the first asked before Makoto jumped and landed before his face, "Wh…" Makoto pulled the pin and threw it into his open mouth before quickly doing the same with the other Decepticon before jumping onto a nearby tree, "?!"

"Bye bye~" Makoto chuckled as she jumped off, landing safely on the ground outside the quicksand and began to walk away, whistling a light tune before an explosion went off, "Might be durable on the outside, but the insides are another story."

* * *

"I can do this...I can do this…" Noel whispered, hiding behind some cover near the base as she held her Bolverk, "If I see any Decepticons nearby, I just need to repel them back…I...I hope..."

=It's fine Noel. You've dealt with scarier since we've joined the Plumbers= Tsubaki assured

"I think it's fair to call this slightly different," she replied before giving a startled cry as loud footsteps stomped neatby.

"Damn organic pit...frag this place and its...ugh! What is that...biomatter? I fraggin' hate organics…" this Decepticon seemed to have a bit of a sailor's mouth.

"...but...so big…" Noel whimpered at the size.

"Ugh...what are these short fluffy things?!" Noel tensed as she looked up, seeing the Decepticon about to stomp on a family of rabbits, "Fraggin' a...need to sto-"

***BANG BANG BANG!***

"Gah! Motherboard-fragger!" the Decepticon cursed as he fell over, holding his face, "Who did that?!"

"Hands off the cute fluffy bunnies!" Noel demanded.

"Grr…" the Decepticon growled as it shot up, "You really think you can give me orders, you little human brat?! I've squished Mini-Cons shorter than you, and I c-what's that killing intent?" He tensed when he saw Noel now holding a charging railgun in the colors of Bolverk, "...Is that a railgun?!"

"FIRE!" Noel barked, pulling the trigger and proving that it was indeed a railgun.

"Oh no!" the Decepticon freaked as he began to run from the incoming blast, "Nononononono! Nononnonononono! Nononon-!" he screamed as the shot hit and sent him flying straight off the island and into the water.

=...Were...you aware th...= Optimus began.

=No...no. I was not aware that she could do with her guns. …Kajun?=

=Hmm...Given the average weight based on medical records in Ratchet's medical bay to give an approximate weight for that Decepticon, the velocity, angle of the curve…= Kajun muttered, the scratching of pencil on paper heard on the line.

=I think she's lost in something…= Optimus sighed.

=Best avoid her when she's like this…= Tsubaki advised.

* * *

"What in the Pit happened?" Bumblebee pondered, hiding behind a tree that Mai was standing on a branch of with her spear in hand.

"More than likely? A cute animal or animals was going to be killed and when it comes to those...Noel tends to get...um...yeah…"

"Yeesh. It's always the shy ones, huh?" Bumblebee questioned.

"You have no idea," Mai deadpanned before looking up, "Jenny! See anything from up there?!"

"A few coming this way...at least, I think so considering tanks should not be purple and black," Jenny replied from the very top of the tree, her eyes extended out like binoculars.

"Yeah it's them...They really like that color scheme for some reason," Bumblebee muttered.

"Black for death and purple for fear and intimidation most likely," Mai guessed, "Then again...I did hear that purple was originally a sign of royalty."

"...Now all I can think is that Megatron wanted to be known as the 'King of Death,'" Bumblebee shuddered.

"He's...very scary, isn't he?" Mai asked.

"Like you wouldn't believe," Bumblebee replied, giving a small shudder.

"Just hearing the name is giving me the heebie jeebies," Jenny shuddered, "And they're getting close now."

"Please tell me that spear of yours is more powerful than it looks," Bumblebee begged Mai as Jenny floated back down next to them.

"Yep," Mai replied.

"Well...I always wanted to bust 'Con heads in the Elite Guard...now that I'm living the dream...I want to wake up," Bumblebee admitted as his face mask closed over his face.

"I can relate...well, kind of. I mean, I wanted to be like any other teenager and go to school and be with friends. It sort of worked, but I still had to do all kinds of defending and protecting and rescuing," Jenny shrugged.

"My case...is complicated," Mai added as she stood ready.

"H-" Bumblebee began before a small group of Decepticons came barging into the area in their vehicle modes, "Later!" he panicked, transforming his hands into stinger mode as he began blasting at the Decepticons, making them scatter out of the way of his electric blasts and crash into one another.

One with a jeep mode dodged the shots and charged at him, transforming quickly to throw a punch only for his arm to freeze. He tried to move it only to get no response. He yelped as he was lifted up and used as a makeshift club by Jenny on another Decepticon.

"Wow. She's strong," Bumblebee noted.

"From her blueprints, it says she has the strength of a million and seventy men," Mai replied, "And no one wants to find out if she or Makoto are stronger in an arm wrestling match."

"I don't want to know!" Bumblebee spoke as he jumped and twisted his body around the punch of a Decepticon before swinging its arm back against its joints, "You guys sure do like to charge in a lot! Are your processors so low on memory that you gotta share it just to make a megabyte of memory?"

"Shut it, puny Autobot!"

"Hey I might be small...but I got yer arm!" he cheered.

"Wait, what...AHH!" he cried in pain as a loud cracking sound was heard, "My arm!"

"AH! Why is it still moving!?" Bumblebee asked, swinging the arm unit around and smacking several Decepticons across the face.

"Put it down! Put it down!" Mai yelped, ducking under each swing.

"AH!?" Bumblebee panicked as he used the arm to knock out its original owner...making it stop, "Huh...that should have been obvious huh?" he noted, tossing it away as he aimed and began zapping the Decepticons.

"Very much so…" Mai deadpanned before jumping up from an attempted laser blast from a Decepticon, reeling her arm back as she threw her spear, "Hah!"

"Woah!" a Decepticon freaked before ducking under the thrown spear, "Ha! Yeah missed, mudb-YEOW!"

"I love my spear," Mai giggled as she caught it.

"That is amazingly handy!" Bumblebee spoke, clapping his stingers together as he blasted a Decepticon with a larger blast of electricity.

"It's gotten me out of quite a few tight spots," Mai replied as she threw it again, the spear bouncing off the air a few times as it hit a few Decepticons.

"These guys go down pretty easy!" Jenny noted, forming blasters from each arm as she shot two Decepticons down.

"...She did not just say that. Tell me she didn't say that! You did _not_ just say that!" Bumblebee panicked.

"Huh?" Jenny blinked at that.

"I think you pulled a Ben and Makoto, Jenny!" Mai freaked.

"How is that a thing?!" Makoto yelled in the distance.

"I think that your friends have you pegged, scary girl!" Bumblebee complained, zapping another Decepticon.

"UGH!" Makoto groaned, "...Wait. WHO JINXED IT?!"

"I didn't know it was a thing!" Jenny complained as she lifted and tossed a Decepticon and tossed him into another.

"Do you want to know how I know it's a thing? I said it...then one of Megatron's top 'bots showed up with a POKE attachment!" Bumblebee replied.

"Poke?" Mai repeated.

=Punch Of Kill Everything= Kajun informed =Banned on over forty-seven planets and restricted on eighty-nine=

"Why is that a thing!?" Mai and Jenny complained, taking down two more Decepticons.

"Blame the guy who made the thing. I think he was from Cluster Prime and was the head builder for this Vexus lady," Bumblebee replied.

"...Even locked up, Vexus is still causing trouble!" Jenny complained.

"Huh?"

"It's a long story!"

* * *

"...Kajun, remind me to suggest Magister Tennyson to make a sweep of space in case any of Vexus' followers are still alive," Tsubaki stated.

"That is possible," Kajun agreed, "I will be sure to remind you later."

"Last thing we need is another technological species invading us," Tsubaki sighed, "We already have our hands full as is…" she quickly turned her communicator on, "Silverbolt, any sign of Overlord or any other Decepticons?"

=No sign of Overlord. However, I've taken down three Flyers= Silverbolt replied =And without even being in a ship! Once again, I love this planet for giving me this new alt mode!=

"Well he's enjoying it here," Optimus spoke, "Still where could Overlord be? He's a high ranking Decepticon, so he must be some kind of flyer."

"True, but he might have went with a different Alt mode to throw us off," Tsubaki stated, holding her chin in thought, "Any word from Jazz?"

"None," Optimus replied, "Though considering he's searching for a fellow Cyberninja practitioner, he may not want us to contact him so he doesn't get spotted first."

"Am I the only one questioning how both our cultures have the concept of ninjas?" Kajun spoke up, "No? ...Well, I'm going to question anyway."

=Optimus!=

"What is it, Ratchet?" Optimus asked.

=I've run into a bit of an…= several laser shots were heard on the line =...issue with trying to reach Omega Supreme. Who's idea was it to have our base this far from him while he was performing internal repairs?=

"Alright, I get it complaints, but after. Deal with the problem first, explain and we'll send back up."

=I have two land-based Decepticons with one having a tank for an Alt mode and the other some sort of all-terrain vehicle that was slim and quick=

"Like a puma?" Kajun asked.

=No idea what that is, but he has these hooks that ignite. I also have two Flyers constantly swooping down on me and blowing up whatever I use for cover!= Ratchet continued =One is a jet and the other a helicopter with a gatling gun attachment=

"That's a lot of attackers," Tsubaki mumbled.

"Ironhide, Makoto, can you go provide cover for Ratchet since you've caught a lot of Decepticons in your traps already?" Optimus asked into the communicator.

=Can do, boss bot=

=Aw...but we just made this one scream like a little girl…=

"Makoto, I swear to Primus…" Optimus sighed, "You get moving soldier or so help me!"

=Eek! Yes, sir!= Makoto replied.

"Now you know how I feel around her…" Tsubaki sighed.

"This is why I'm somewhat glad I only have a small team," Optimus sighed.

* * *

Sixshot knocked over a large tree as he entered a clearing. He quickly transformed as his optics narrowed as he looked around the area for anything out of the ordinary. He stopped to look around a few more times before advancing forward.

"I've made it to the island. The diversions are doing their job perfectly. I'll find the Autobots' ship and take it down. Last thing we need is that giant freak transforming and blasting down our numbers." Sixshot spoke, tapping his helmet to activate a communication system.

=Good. Take out their trump card, and they'll follow suit= Overlord smirked.

"Right, right…" he sighed, walking forward before stopping; he turned and fired a blaster at a tree, "I know you're there, Autobot...I thought this Prime's Ninja died?"

"_I owed him a solid,"_ Jazz's voice echoed around the clearing.

"I hate that about you, Autobots...one goes down...two more crop up...You're like pests."

"_And you're an uncool jive turkey who gets his kicks from messing with folks who ain't grooving to our conflict and trying to keep on the DL of it,"_ Jazz replied.

"Aw great...one of them weird talkers," Sixshot muttered, "You bots always pick up the local speak...it gets annoying." he replied before turning around and shooting with two hand held blasters as he seemed to spin around on his waist, tearing down a few trees, sending Jazz into a rolling fall to avoid damage, "Hmph. You're not the only one who knows that old technique. One of Yoketron's brats, I take it?"

"Hmph. What if I am?" Jazz asked, repositioning himself as he stood ready.

"I've been meaning to add another one of you to my list of his...failed students," Sixshot replied as his guns folded up as he stored them behind his back.

"Failed students?" Jazz repeated before getting it, "No…"

"Call it...a hobby in between jobs," Sixshot replied, "It keeps me from losing my edge." he replied, swinging a kick as Jazz ducked under it.

The two began swinging at one another. Sixshot used his size to swing low, leaving craters and torn trees with each punch and kick. Jazz flipped over another kick before rolling back to his feet. Jazz swung a kick that struck Sixshot's back, making him stumble forward a step. Sixshot grunted, turning around and punching. Jazz ducked around the punch and rolled his shoulder along his arm, his spin picking up speed before he swung his hand and slammed a blue nunchuck into Sixshot's face, making him stumble forward a step.

"Time to get a new Hobby," Jazz replied.

Sixshot growled, getting up as he held his hands behind his back as the handles for his guns folded out...only to draw them out, revealing glowing purple single edged short swords. A lone tree nearby lost a leaf as the two stood at the ready to continue. The moment it touched the ground, they were at it once more.

* * *

"Blast it all…" Ratchet grunted as the rock he had been using as cover exploded, making him have to roll out of the way of a volley of blaster shots from the sweeping Flyers, "This...is why I hate Flight-based alternate forms!" he grunted as prongs extended from his arms, forming magnet-like formations. He aimed ahead as he caught the two ground based Decepticons when they tried to ram him in a magnetic field. He grunted, keeping them trapped in place, but holding both was proving difficult.

Ratchet looked up as the flyers circled back for another sweep of gun fire. Ratchet let go of his magnetic field as he let the two car mode Decepticons drive at him. Ratchet jumped and rolled over one of them, just in time for the wave of gun fire to strike both of them in his place. The two ground vehicle Decepticons grunted as they transformed back to robot mode and rolled into the forest foliage, groaning in pain as their armors were littered with bullet holes.

"Alright, now for…" Ratchet began before a scream went off, "What's huh?" he blinked twice as he saw a flailing Ironhide, completely silver, crash into the two Flyers, knocking them to the ground under the Autobot, "Did you get caught in your own trap again?!"

"Nope!" Makoto replied as she jumped down from a nearby tree, "I threw him!"

"I...am mostly...Okay…" Ironhide groaned, "Is that my arm or his?" he questioned in a groggy tone.

"Kid, I get the feeling you got a lot of anger in you..." Ratchet began, "And for once, I am glad it's not just me."

"Probably," Makoto replied before the two heard a loud beeping, making them look at the Decepticon with a tank form charge at them, his right arm transformed into a large bomb-shape with a glowing red button on the front, "Huh?"

"POKE!" Ratchet called, grabbing Makoto and barely jumping out of the way of the downward strike...before being thrown several dozen meters away by the resulting explosion.

"WHAT WAS THAT?!" Makoto freaked.

"The Punch Of Kill Everything," Ratchet replied with a groan as he turned into his vehicle mode with Makoto seated inside of him as they drove to avoid the Decepticon.

"His fist is a _bomb_!?" she shouted, "That...that sounds so stupid, but yet so cool!"

"The only 'bot I know of who's ever been able to withstand that thing without being put to Stasis Lock was Bulkhead!" he grunted, swerving around a tree, "If it hits a squishy Earthling like you, you're done for!"

"Hey, I am _not_ fat!" Makoto argued before groping her chest, "It goes to the girls."

"Why do humans name parts of themselves...?" he groaned, "It makes no sense...also you're mostly made of water, ain't ya?"

"Well yeah…"

"So to us Cybertronains made of living metal...that makes ya kinda squishy!" he snapped while jumping a hill.

"Okay, changing subject before I snap," Makoto grumbled, "So what's the deal with getting to that ship?"

"That 'ship' as you call him is my partner, Omega Supreme," Ratchet replied, "He took some damage a while back and needed to convert to his vehicle mode for some repairs. Fortunately for us, I completed the last piece needed to finish his repairs this morning." Makoto grunted as Ratchet shook, barely avoiding another explosion of the POKE, "We get it to him, we can turn the tide in our favor."

"Ahh...well hurry and get it to him, doc! I can try and blow this guy back!" Makoto exclaimed, _'Provided I can pull a Big Bang Smash...oh I hope I got some leftover Mana after Gwen infused some into me during that whole Weatherbot battle.'_

"No offense, kid, but I don't think that's the safest of ideas." Ratchet sighed as he swerved around another tree, using the momentum to strike the Decepticons leg and making him fall flat on his back before driving ahead, "But if you could fling Ironhide to where I'm heading...we might have someone who can take that hit. Besides his armor ability, those two cannon-looking things are actually giant energy barrier generators."

"Cool, and can do doc!" Makoto saluted as she jumped out.

"Oh...hey. I'm not dizzy...okay! Time t-" Ironhide began as he got up...only for Makoto instantly pick him up, "...Oh not again!"

"Better ball up, big guy!" Makoto shouted as she tossed him into the air, reeling her arm back, "Not sure if this'll hurt...but here's a watered down version of a move on mine! Big Bang…" she began just as a balled up Ironhide came down and she punched him hard, "Iron Meteor!"

"WOAH!" Ironhide screamed as he was suddenly sent rocketing towards the Decepticon with the POKE, crashing right into him as they plowed through a few trees, "Is that a POKE!?" he panicked as he armored up his arm and punched the Decepticon as they tumbled, "Why don't I ever know things ahead of time!?" he grunted, standing up, grabbing a newly made log, and used it like a club, slamming the end still covered in branches and leaves into the Decepticon's face.

The Decepticon grunted as he moved his arms to remove the tree...only to goof and forget what weapon his arm was currently turned into as he tapped the trigger against the log in the process. Ironhide lifted his arms as the devices on them flashed to life, he spread them apart as two half dome barriers formed around him just as the POKE went off. A large explosion sent charred logs and branches flying. As the smoke cleared, the barriers stood as a smoking and burnt Decepticon groaned in pain.

"...Slag it…" the Decepticon groaned before collapsing.

"Whoo! It worked!" Makoto beamed...before holding the arm she had raised in her cheer, "And I was right about it hurting a bit~!"

"Wow...That punch was as bad as 'Bee said it was," Ironhide cringed, looking at the downed Decepticon, "Well...ain't never met a punch I couldn't take." he grinned, pointing at himself, "That's why they call me 'Ironhide'." he gloated, jogging over to Makoto and Ratchet.

"That's great and all kid, but we got a bigger mission to deal with," Ratchet spoke, "You…" he paused, looking at Makoto before pointing at just Ironhide, "You cover me and the girl as we wake up the Big Bot."

"What happened to Optimus?" Ironhide asked in concern.

"Not him! Omega Supreme!" Ratchet replied before facepalming, "Ugh…"

"Hey wait. Why am I helping?" Makoto asked.

"You hurt your arm and are in no position to keep tossing around Cybertronians, young lady, so you are going to come with me and like it." Ratchet explained, "Or I will call your Commanding officer and tell him how reckless you are."

"...yes sir," Makoto muttered.

"Kids...why am I always stuck with kids…?" Ratchet sighed, picking her up as he ran off to his destination.

* * *

"AHH!" Mai, Jenny, and Bumblebee screamed as they barely avoided another barrage of missiles fired from a group of Decepticons, the trio ending up in a large quarry-like area as they slid down the side.

"Why'd you antagonize them?!" Mai and Jenny snapped at Bumblebee.

"I didn't think they would've heard me after we beat the first ones!"

"Y'all done take back what y'all done said 'bout me compensatin'!" one shouted with a massive cannon mounted on his shoulder.

"I stand by it!" Bumblebee shouted, "And your buddies know it, too!"

"Least my voice isn't…!"

"SHH! Even if we're off planet, there's a chance he could come find us and hurt us for mentioning his voice!"

"Mai, please tell me your spear can pierce all their weapons," Bumblebee asked.

"I can only get it to reflect off the air three times."

"Well can't you...I don't know, toss it and have it split into multiple ones?!"

"...You got that from a manga or anime, didn't you?" Mai deadpanned.

"You can't prove anything…" he quickly replied before they all cringed as another blast struck near them, "Why can't Autobots have weapon upgrades built into them!?" he cried in panic.

"Dunno, but now I'm wishing Kajun gave me some, too!" Jenny added, holding up an arm to show some sparking wires where her blaster had originally been.

"Gah~! Why'd Grimlock had to go offline?! We can really use some Dinobot help right now!" Bumblebee complained.

"I may not be a Dinobot…" a voice noted before several feathers struck the Decepticons, exploding upon contact as Silverbolt landed, grasping two brown feathers resembling swords, "But I can provide help."

"You have exploding feathers?!" Mai gawked.

"Seems my weapon systems changed with my body," Silverbolt replied before petting one of his wings, "Another blessing from this planet, it seems."

"..." Mai and Jenny raised a brow at Bumblebee.

"Don't look at me. Never met him back on Cybertron," Bumblebee replied, "Also organic modes are weird!" he went on.

"I take slight offense to that," Silverbolt huffed before assuming a fighting stance with his blade-like feathers, "Now stand ready, my comrades! The enemy is preparing to fight once more."

"Oh Primus, he's starting to sound like Angry Archer…" Bumblebee muttered.

"More like the heroes from old comic books back in my time," Jenny added, "...It's almost like I never left."

"I'm getting tired of timeline gimmick accents…" Mai muttered.

"I'm getting tired of Earth accents in general…" Bumblebee sighed.

"I just hope Noel's okay…" Jenny added.

* * *

"Gah! Why'd you have to try and step on the fluffy things?!" one Decepticon freaked as a small group of them were retreating from Noel, who had converted her guns into a rocket launcher.

"I didn't mean it! I'm sorry! I'm sorry!"

"RUN!"

"I WANNA GO HOME TO NEW KAON!"

"NOBODY TOLD ME HUMANS ON THIS PLANET WERE THIS SCARY!"

"I DID NOTHIN'!"

"MERCY!"

"MOMMY!"

"Wait...what...what's that?"

"I don't know it just felt like the right thing to say...YEARGH!" he cried as his rear end was blasted, sending him falling into a mud pool.

"AH! She got Steele!"

"Leave him!"

=Noel! Noel, stand down! You already scared them off!= Tsubaki yelled from Noel's communicator.

"Not until they pay for harming the bunnies," she replied coldly, aiming and blasting another Decepticon in the rear.

"WHY THE AFTERBURNER!?"

=I got it!= Makoto spoke =Noel...you're scaring the fluffy bunnies!=

"Eh?!" Noel gasped as she stopped, "Oh dear...I-I didn't mean too!"

=...I have several questions= Optimus spoke.

=Only way to get her to stop when she's like that is either offer her to hug Makoto's tail, offer something cute and cuddly, or let her know she's scaring said cute and cuddly creature that she went into that state to protect= Kajun answered.

=Now I'm just gonna trust you on that because my default response is to yell at Bumblebee for screwing up...then yell at who did screw up= Optimus replied.

=It's true! He does it all the time!= Bumblebee added.

=Right...ahem! Noel, return back to base. We already dwindled enough of their numbers after you chased them off, and the others have the other groups handled= Tsubaki stated.

"...but...but the bunnies…"

=I'll let you hug my tail when we're done= Makoto offered.

"Returning to base," was all Noel said as she ran off.

"...My afterburner burns…" the one that had been shot in the behind groaned on the ground.

"Can it, Coalgrinder…You got shot once, I got it twenty times..." Steele moaned from the mud.

* * *

"Hmm...Starting to see just why Megatron's forces here kept getting scrapped," Overlord noted, looking at a holographic screen replaying Noel's rampage for the rabbits, "These humans are surprising. Almost...impressive," he smirked, "Oh this was worth the trip, but it'll only be fully worth it...when you show up. Optimus Prime!"

* * *

"Whoa!" Jazz yelped as he barely avoided a series of blast from Sixshot.

The two ran down through a path in the forest. Sixshot held a blaster in his left and a sword in his right. The two kept running as Jazz swung his nunchuck in his right hand and deflected blasts down to the ground. The two reached a clearing as Sixshot swung his sword only for Jazz to block it with the cord keeping his weapons two halves together. The two struggled before Jazz kicked Sixshot making him stumble back a step, Jazz twirled his flailing weapon around forming a solid circular image of blue light as the two continued to square off waiting for an opening.

The two changed their stances as Sixshot aimed his sword forward for a thrusting attach with his gun held at his side to shoot should Jazz try avoiding to his left. Jazz moved one leg back as he swapped hands to hold his Nunchuck, spinning it around with his left to deflect Sixshot's stab. The two realized these stances would not work, so they changed again. Sixshot flipped his sword and held it in reverse grip as he held it behind his back for an upward slash as he held his gun up to shoot for a distraction. Jazz stopped spinning his nunchuck as he held the other end under his arm and swung his body around as he held his right hand forward with his thumb jutting outwards and two of his fingers pointing up while the rest where curled closed.

"Hmph. I'm surprised you've managed to last this long," Sixshot noted, "...Not unlike Prime's previous team mate...what was his name again? Prowl?"

"You know man...you talk too much," Jazz spoke as he rushed forward as a blur and slammed his palm into Sixshot's chest, "Hmmm..." he hummed as a force suddenly sent the large Decepticon flying back and through several trees 'till slamming into a rock.

"Guh!" Sixshot grunted as he got up, showing no damage on him, "You'll have to try harder than that to break my armor. It's made from a compressed dwarf star!"

"Density and toughness are two different things, man," Jazz smirked, "Sides, ain't you heard? You put your processor to it, a bot can do anything."

"Ah great...heard that from Yoketron, did ya?" Sixshot snorted.

"Nope...just ad libbed an old Earth saying I liked," he chuckled, "You gotta give a planet's culture a shot man...they might surprise ya."

"...Oh. You mean like…" Sixshot began before shooting the ground, resulting in an explosion of dirt and smoke, "_This_?!"

"Gh?!" Jazz grunted as he shielded himself from the explosion. Before he could regester what just happened, Sixshot rammed into him with a shoulder charge, sending him crashing into a few trees, "Gah! ...Okay. Kinda...walked into that one."

"Yeah. You did," Sixshot smirked as he fired another shot at him, prompting Jazz to quickly roll out of the way.

* * *

"I keep hearing the sounds of fighting that way," Bumblebee pointed to the dust cloud, "It must be Jazz and that Sixshot guy!"

"Think he needs any h-ahh!" Jenny yelped when one Decepticon tried to hit her, "Hey watch it! You almost zozzled my paint job!"

"Zo-what?" the Decepticon asked, "Man, Terran language is weird."

"Jump him!" Bumblebee shouted as he and Jenny tackled him to the ground. The sounds of punching and zapping was heard as the Decepticon cried in pain with each attack.

=Oh I heard a theory. Try attacking what would be his jugular= Kajun spoke.

"OW!"

=No the jugular…=

"OW!"

=No the...ugh...just attack his neck…=

"Why didn't you just say so!?" Bumblebee complained as he zapped his neck, making him go into Stasis Lock.

"...Kajun, how did…?" Mai began.

=There's a theory where if enough force or electricity is applied to a Cybertronian's jugular, they'll go into a stasis lock=

"But do they…"

=Which is why I said what would be his jugular...they do drink and eat in a way, so they have a kind of throat= she explained =I would need to take medical notes from Ratchet to be completely sure=

"...Wait. So just enough force or electricity can knock them into stasis?" Jenny asked.

=As was shown by Bumblebee yes=

"Well, that should make things easier," Silverbolt noted.

"Hopefully, because here they come again!" Mai exclaimed as the Decepticon grunts charged.

"Die, filthy A…!" one began before Mai's spear hit his neck, bouncing off before hitting two more as the three fell over.

"Wow. 3 for 3," Mai noted as she caught her spear, "Great find, Kajun."

=It's what I do=

"...What just h-?!" one Decepticon began before Jenny's oversized hand pinched his neck, making him tense as he fell over.

"What the slag?! They can put us into stasis lock without cuffs?!" another freaked.

"Frag! I didn't sign up for this!" another yelped.

"And yet you did," Silverbolt spoke from behind them, making them tense before he chopped his hands on the back of their necks, making them twitch and fall over, "Shouldn't take long. Jazz, come in." static was his response, earning a frown, "Override communication lockdown. Passcode: Silverbolt Major."

* * *

=_PASSCODE ACCEPTED_= went off in Jazz's head before Silverbolt's voice spoke =Jazz, listen up. We've found that there's a small...issue...with Cybertronian physiology. Give one a strong enough strike to the neck or even a strong enough blast of electricity or anything really that hits the neck and a Cybertronian will enter an immediate Stasis Lock=

"Cool to hear, dawg," Jazz replied, "I'll get back to you on if that works on a heavily modified Cybertronian like Sixshot."

=Wait. You're already fighting…=

"Another time, my man, I gots work to do," he replied, "Elite guard emergency radio silence override. Passcode: Jazz," he whispered as the line shut off, "Now...where was I?" he spun his nunchuk, "Right...kicking your afterburners."

"More like me offlining your Spark," Sixshot countered as he fired a shot, only for Jazz to jumpflip over it.

'_Gotta try and find an opening,' _Jazz thought as he continued to dodge Sixshot's lasers.

Jazz stopped as he spun his nunchuck and deflected a blast. He swung it as the cord extended and he wrapped it around Sixshot's blaster before dragging it out of his hand. Jazz grabbed the blaster as he shot it, making Sixshot block with his sword. In that moment, Jazz jumped as he slammed his knee into his face, knocking him over. He thought he'd gotten the Decepticon only to realize too late it had little effect as Sixshot grabbed Jazz by the leg and slammed him into the ground.

"Nice try, little bot…" he grunted, standing over Jazz, "But it takes more than that to take me down…"

"I was hoping for that…" Jazz panted as he began humming.

Sixshot blinked before he connected his sword back into his other blaster as he prepared to finish the battle...only to grunt when a blast of energy struck the back of his neck, sending him falling forward. Jazz kicked his legs up and stopped the large Decepticon from falling on him. He grunted, swinging his legs up and over to toss Sixshot into a small ditch made from their fighting.

"Processor over matter...I'm not as good as Prowl...but I'm bettin' that one did my boy proud from the Well of AllSparks," Jazz grunted, getting up as the blaster fell into his hand, "I figured nothing I had could hurt that weak spot...but...I figured your fancy six shooter here...well that might just do the trick now wouldn't it?"

"F-frag you...Autobot…" he grunted, trying to get up only to groan as he was bashed across the back of his head, making his optics go wide as he fell face first into the dirt.

"Language man...we got kids on this island," Jazz joked, dropping the gun, "Coms back on...Prime...I got a big present for you baby."

=Is it green, purple, and silver?=

"Ah...you peeked. No fair Boss Bot." Jazz laughed with a huff as he sat on Sixshot, "Might need that flatbed you got in your room to lift him though."

=I could probably lift him= Makoto offered.

=Not with your injury, young lady= Ratchet argued.

"I feel like I'm missin' some context there," Jazz admitted.

=Makoto ended up punching Ironhide into a POKE-equipped Decepticon, and ended up hurting herself in the process= Kajun explained.

=We'll be informing Magister Tennyson about that in the mission report= Tsubaki added.

=Aw nuts!=

"Well keep alert. We're still waiting on the big bad bot…" Jazz sighed.

=Luckily our scouts are free to figure that out now that the other Decepticons are in Stasis Lock= Tsubaki spoke =Speaking of...Mai, Jenny, what's your current status?=

=I think we're nearing the crash site and see someone…= Jenny spoke

=...What does Overlord look like?= Mai asked =Because I think we see him=

=Nobody t-mph!=

=Shh! Quiet!= Silverbolt hushed Bumblebee.

"...Guess they found him," Jazz noted.

* * *

"Silverbolt?" Jenny whispered.

"Yeah...That's him alright," Silverbolt confirmed, a grim scowl on his face.

"He's...big…" Bumblebee muttered, "Like really big...and scary."

"Terrifyingly big…" Mai added.

"And...he's doing nothing...he's just standing there...menacingly…" Bumblebee added.

"...Eh, I've seen and fought bigger," Jenny shrugged, earning looks, "Mai, do you _not_ remember my...ahem…'brother' back in Tremorton that the kooky old guy in steampunk repaired and basically made ineffective in what he was supposed to do?"

"...oh yeah…." Mai recalled.

"I feel like I'm missing something here…" Bumblebee muttered.

"The Armagedroid. Massive giant robot that's at worst level 20 tech that could possibly destroy the world," Jenny explained.

"Overlord is a world destroyer with limitless energy reserves due to specialized engines placed in his chest," Silverbolt spoke, "One offers limitless energy while the other releases an odd energy wave which nullifies the abilities of others around him."

"Wait. He can nullify abilities?"

"That is what I said, yes."

=...Could we have permission to borrow it to see if we can replicate that energy wave once he has been caught?= Kajun asked =It would make containing several prisoners all the more easier and possibly even safer for the prisoners as well if they require something and this wave could nullify that requirement=

"Well you'd need to yank it out of his chest first…" Silverbolt spoke, "Which is easier said than done."

"Yeah, especially considering how dangerous he is…" Bumblebee added with a gulp.

"Any advice?" Jenny asked.

"Yes. Optimus, it is Overlord," Silverbolt informed.

=I'm heading to your location now= Optimus replied =Stay hidden until I arrive=

"Considering he hasn't noticed us yet, can do," Bumblebee quietly replied.

=If you can't, then delay until I get there=

"Don't tempt fate...in the name of Vector Prime, make it here soon Optimus…" Bumblebee pleaded.

=I will. Stay safe, all of you=

"Can do," Silverbolt replied.

* * *

"Alright, no better time to try this out like the present," Optimus noted as he approached a trailer of sorts resembling the engine of a fire truck before switching to his vehicle mode and attached to it, "GH!" he grunted as sparks came off him and the trailer, "No wonder I need a Powermaster…" he quickly drove out and towards Bumblebee's signal, "But I just have to work with what I have!"

* * *

"Why is he just waiting?" Bumblebee asked, "Isn't he this big scary planet destroying monster? Why hasn't he made a move?"

"He must be waiting for the right chance to attack," Mai whispered, "...Or rather, waiting on someone."

"...You don't think all those Decepticons were just to flush Optimus out, do you?" Jenny asked quietly.

"Considering that he's the reason why Overlord came here, I wouldn't be surprised," Silverbolt replied.

"...Does that mean Optimus is walking into a trap?"

"...Oh I hope n-"

"Y'all know I can hear ya, right?!" Overlord shouted, making the four tense up, "Had a feelin' Prime would send a bunch of scouts to come look for my location, and yer not exactly bein' quiet!"

"Oh slag," Bumblebee gulped as Overlord turned and fired a barrage of lasers from the six barrels on the left side of his waist at their direction.

"MOVE!" SIlverbolt roared, grabbing them before flying out of the way only to be sent tumbling by the shockwave of the explosion.

"Well look at this...an Autobot with an organic mode. Last time I saw a freak like this was that spider lady...ooh, I wonder what happened to her. Did someone finally step on her to put her out of her misery? Bummer. I wanted to do the stepping," Overlord sighed, stomping over to them as he seemed to blur over and stomp Silverbolt into the ground with a grunt of pain from the Fuzor, "Well, you ain't a bug...but maybe I can pluck them wings off and see how much it hurts?"

"Oh, you don't want to do that," Silverbolt growled before managing to aim the tips of his wings at Overlord before the feathers on them shot out and exploded in Overlord's face, making him step back in surprise to let him switch to beast mode and jump away from the Decepticon.

"...Well. Ain't you full of surprises…" Overlord smirked as the dust cleared, revealing no damage to his face before a laser shot deflected off him, "...Was that what Earthlings call a 'Mosquito' just now?"

"That didn't phase him at all…" Jenny whispered.

"Ah, now what's this? A little ol' Mini-Con?" Overlord pondered on spotting Jenny, "Nah...doesn't seem Cybertronian...Someone's attempt at making a Galvan scrapbot?"

"I...SCRAPBOT?!" Jenny snapped, "Oh, you are so gonna get it!" she rocketed at Overlord and slammed her expanded fist into his face, making him stumble back and rub where she punched.

"Huh...Haven't felt a punch like that in stellar cycles," Overlord noted, "If I had to guess...That was a force equal to a million and seventy Terrans." he chuckled, "Now, little lady...how about you feel a punch from a Cybertronian?" he smirked before raising back his fist and swinging, hitting the ground and causing a massive tremor which rattled the entire island.

* * *

"Yeow! What was that?!" Makoto exclaimed as Ratchet nearly fell over in vehicle mode as the ground rumbled.

"More than likely? Not good for us," Ratchet replied, "And is your tail broken? It's as stiff as an I-Beam."

"It only happens when something is giving off some nasty killer instinct, like a predator or someone really dangerous!" Makoto explained, trying to keep her tail down, "And I'm guessing for the latter, it's that Overlord guy!"

"I was afraid of when he'd make himself known." he sighed.

=Uh hi? Not to alarm anyone, but...HEEEEEEELP!-!-!= Bumblebee screamed as explosions were heard in the background.

"How long 'till you can wake up the big guy?" Makoto asked.

"It'll take some time. Hopefully Optimus will get to them in time," Ratchet replied.

* * *

"Ahh!" Mai yelped as she barely avoided a blast.

"Come on. Is that the best ya can do?" Overlord asked, flicking away Jenny just as she attempted to punch him before grabbing Mai's thrown spear with two of his fingers, "Oh hey. Been meaning to get a new toothpick."

"Oh yeah? Well maybe a little SHOCK would clean ya up!" Bumblebee shouted from behind, jumping out of some nearby trees and fired some electrical shots at Overlord's neck, "Ha! Got him!"

"Hmm? Was that a bug just now?" Overlord asked, using Mai's spear as a toothpick.

"What?! That should-a worked!" Bumblebee gawked before Overlord grabbed him by the neck.

"Yeah...That _would_ have worked...if I didn't reinforce my neck way back when I was a gladiator and figured out the neck would cause Stasis Lock," Overlord smirked.

"Ugh!" Bumblebee choked.

"From the videos I've seen about you Autobots on this planet, you liked to show up the most," Overlord noted, "In all honesty?" Bumblebee's optics widened as pain shot through his neck while Overlord smirked while pulling out something from the Autobot's body just below his neck and crushed it, "You talk too much."

"?! Bumblebee!" Silverbolt exclaimed as Overlord threw the smaller Autobot aside while dropping the crushed item along with his 'toothpick,' letting it shoot back to Mai's hand.

"What did you do?!" Mai demanded.

"Ah, just answering some comments about shuttin' him up," Overlord replied, "I'm sure a good doctor could fix it...but...oh listen to that sweet silence…" he held his hand up to his head, "Now I can think.," a horn blazing went off before Optimus with his new trailer rammed into Overlord, knocking him into several trees.

"Optimus!" Silverbolt called, picking up the damaged Autobot and running over to the truck.

"Bumblebee...Are you okay?" Jenny asked in concern as she and Mai hurried over.

Bumblebee tried to say something, only for a mix of beeping and static to come out of his mouth, making his optics widen in shock. He tried to say something again, only to get the same result.

"...His voice box…" Jenny whispered in realization, "...He crushed his voice box."

Optimus transformed and quickly looked at the yellow robot.

"...Silverbolt, get him out of here and straight to Ratchet as fast as you can," Optimus ordered, "Take the others with you."

"But what about you?" Silverbolt asked.

"I have a offlined Decepticon waiting," Optimus replied as his mask closed over his face, he grabbed his hammer as he turned to Overlord.

"Optimus Prime...you are a hard bot to find. You know that?" Overlord clapped his hands slowly as he stood up, "Hiding out here...on a mudhole filled with nasty little organics not even worth stepping on...well shoot...I'll still step on em."

"This is my world, Overlord...you're not gonna get off this island unless it's in stasis," Optimus spoke.

"Now...that there is a problem. See I love my freedom...and no one, especially not a Prime...is gonna take it from me," he replied before his abdomen blasters began shooting.

Optimus swung the hammer as it unleashed a barrage of electric bolts, which blocked each and every blast.

"Hoh? You have Ultra Magnus' hammer?" Overlord noted in interest, "Heh...I figured it would be in the custody of that big chinned idiot Sentinel, but I'm glad it ended up in the hands of someone who took down Megatron." a dark grin grew on his face as he approached Optimus, "Meaning it'll feel like I took Ultra Magnus down too once I offline you, Prime!"

"Over my offlined frame," Optimus replied as Silverbolt flew away in Beast mode, Mai on his back with Bumblebee in his talons.

"That can be easily made a reality," Overlord smirked as the two started to circle one another.

* * *

=Ratchet, come in! Come in, Ratchet!= Silverbolt called.

"What now?" Ratchet questioned.

=It's Bumblebee! He's been damaged by Overlord and had his voice box ripped out! He's losing a lot of Energon!=

"Scrap!" Ratchet cursed.

"He did what!?" Makoto shouted in shock.

=It's true! We saw it happen!= Mai added.

=Not good...and we need Ratchet to try and reactivate this Omega Surpeme…= Tsubaki spoke from the communicator.

"Get him to Omega Supreme immediately," Ratchet ordered, "He has a medical bay inside of him we can use. Where's Optimus?"

=Battling Overlord= Silverbolt replied.

"What?! But we still haven't finished the substitute for the Powermaster!"

"I thought you said it was ready!" Makoto exclaimed.

"The Powermaster Armor is ready...but not the actual part dubbed the Powermaster," he explained.

"Oh that makes no sense! Can't you name the armor something like...the Apex Armor and keep the little thing the Powermaster!?" Makoto complained.

"..."

"...Wait. That seriously never crossed your mind?!"

"...Was he wearing it?" Ratchet questioned.

=No. It was still in its trailer mode before we left= Silverbolt replied.

"Phew that's a relief. If he had, he'd only have roughly a Breem before it's burn up all his circuits and burn out his spark," Ratchet noted.

"...Wait a second. Where's Jenny?" Makoto asked.

* * *

Jenny flinched as another bolt of blue lightning crashed down near the trailer she was behind, looking out at the two battling. Lightning-engulfed hammer met fist, unleashing another shockwave that tore up the ground around them.

"Oh geez…" Jenny whispered, looking on at the battle with wide eyes, _'There's no way I can keep up with those two! And even if I could…' _she looked down at her feet, which sparked a bit when she tried to activate the jets in them, _'I can barely even get off the ground…'_

"Ha!" Optimus roared slamming the hammer across Overlord's face.

He then grunted as Overlord spun with the strike and landed a backhand strike to Optimus's chest, sending him skidding back. The two roared and clashed as Optimus used the hammer to hold back Overlord who grabbed it in an attempt to pry it from his hands. The two pushed as they tried to over power one another. Lightning surged from the hammer forming a field of electricity around them. The two Cybertronians grunted, slamming their heads against one another and forcing them to back away. Overlord laughed as he was struck by an upward swing, sending him skidding back.

"Oh...I haven't felt a hit that good since my days in the arena...Oh, that feeling of metal clashing...armor crunching...Energon leaking...oh...nothing feels better." Overlord spoke as he rolled his neck, "And every time...save for one bot...I stood over a sparkless husk. And you, Prime...heh. You're not too bad if you can survive for this long."

"I'll do more than survive; I'll be capturing you and taking away your 'freedom,'" Optimus replied.

"Funny," Overlord sneered before his legs seperated from his body as it turned into a jet that shot into the air.

"What?!" Optimus gasped before a cannon blast struck him, knocking him several dozen meters away, "GAH!" he got up only for his optics to widen when he saw the legs had combined into a single tank before blocking the barrage of lasers from the jet's sweeping attack with his hammer, "Two separate Alt Modes?!"

"That...doesn't seem possible." Jenny noted.

"You'd be surprised what we can do, after all those experiments and what not to make us the strongest Decepticons," Overlord's voice came from both vehicles, "I'm a glorified science project in here, and boy I like it!"

"Look at yourself, Overlord...you're a literal monster. This is unnatural...splitting your body into two seprarte alternate modes!?" Optimus groaned as he swung his hammer and batted away another energy blast from the tank. He then thrust the hammer up as he unleashed a barrage of electricity in the hopes of shooting down the jet portion.

"Was always called 'The Pit's Great Monster' in the coliseum back before the Great War! Might as well make it a reality!" Overlord cackled as his jet half weaved and dodged the blasts.

"You really are the worst Decepticon alive, aren't you?" Optimus groaned as he fired another barrage of thunderbolts.

"I happily accept that title, too!" he laughed as his tank half aimed and charged up a large sphere of energy, "After all, with you taking down Megatron, someone has to keep it!"

"GRR!" Optimus grunted as he was able to block with his hammer in time, "Then why aren't you trying to lead the rest of the Decepticons then…?"

"I don't wanna lead a bunch of fanatics who kiss that guys afterburners. Bah! Faithful lackeys...the worst of the worst. And even then the smart ones who joined for...reasons like rebelion against that stupid system would just talk themselves into the role 'cause everyone else is that damn stupid," he went on, "No...I don't want none of that political scrap. I just wanna crush Autobots...I wanna see worlds burn...I wanna cause some damage!" he went on, shooting at Optimus and keeping him pinned in place, "I wanna reach in and rip out your spark, Optimus Prime!"

"...He's a literal monster…" Jenny whispered in horror, "He's even worse than Vexus…and if he's not stopped..." she looked up at the trailer and then down at herself, "Ratchet said this wouldn't work without someone else help control the energy flow...can I...Optimus!"

"Gh!" Optimus grunted form another blast from Overlord, "J-Jenny? What are you…?!"

"Nevermind that now and listen!" Jenny shouted as she climbed on top of the trailer, "I'm gonna try and help power the armor!"

"What?! But what if…?!"

"Just trust me!"

"Oh? The little 'bot is still here?" Overlord pondered, "What's that now? A weapons platform? Oh Prime, you've been holding out on me, haven't you?"

"..."

"However...that doesn't mean…" Overlord began as he aimed at the trailer, "I won't let ya use it…"

"?!" Optimus tensed as he quickly rushed out towards the trailer, using himself as a shield to block the incoming blast, "Gah!"

"Optimus!" Jenny gasped as Optimus fell down to one knee.

"Jenny...are you absolutely sure you wanna do this…?" Optimus grunted as he stood back up, using his hammer to stand, "That's an untested weapon…I'm not even sure what will happen to me…let alone you..."

"If it means the Earth is safe from this guy, then I don't care what happens to me," Jenny replied before turning her communicator on, "Girls...can you hear me?"

=Jenny? Jenny, what's wrong?= Tsubaki asked.

"Nothing. But...in case this doesn't work and I don't come out of this...thank you," Jenny said with a small smile, small oil-based tears forming in her eyes, "Thank you all for being my friends."

=...?! Jenny no! Don't…!= Kajun began before Jenny turned her communicator off.

"Okay...I'm ready, Optimus."

"Alright...Powermaster armor activate, Access code: Power Link!" Optimus shouted as the trailer shone and seemed to road an engine block to life at that.

The Trailer split open and floated up. A beam of data shot out and linked to Optimus's back as it continued unfolding and separating parts which floated around. A field of data formed around Optimus and the armor. Overlord shot at them only for the field to act as a barrier blocking his blasts. Optimus held his arms down at his side as they folded up and then behind his back as his feet folded down and into his legs. The first section of the Powermaster armor unfolded two sections downwards. It tilted down as wings unfolded upwards as the ladder from the truck locked into place so that the water cannons went over Optimus's shoulders, framing his head. It docked into place as the two long rectangular sections connected into the sockets where his arms once went, a surge of energy went through the new arms as they curved up and the fingers extended out. The two cylinders on each arm lit to life, revealing them to be some sort of weapon system. Two boots like sections linked to his legs and closed armor along his shins as his legs were extended via new 'feet' ending in two wheels on each outward side. A helmet floated down and connected to the back of Optimus's head as two sections folded into the side portions of his helmet, new antenna-like spikes folding back to lock the helmet in place as a visor folded over Optimus's eyes, the tint of it making his optics appear gold. The section of his abdomen that looked like the grill of his vehicle mode opened as a belt-like section casped onto his waist.

Another beam of data shot out, searching for the Powermaster to Power Link to this section of armor. Jenny took a moment before she managed to fly up, letting the beam scan her and 'link' with her. Her body transformed and folded up to resemble a small blue and white engine block which connected into the section in Optimus. The moment they linked, a powerful surge of ethereal blue light shone from this section and spread across Optimus and then outwards. Overlord reverted to Robot mode as he held his arm out as a powerful surge of energy went out as a result. He smirked as Optimus gripped his hand and swung it, dispersing the aura.

The two glared at one another before rushing one another and clashed fists. Energy surged from the impact as the ground around them seemed to just explode from the force of their attacks. The two took off straight up as they began trading punches back and forth. Overlord laughed before grunting in pain as Optimus's fist struck his abdomen and lifted him up higher into the air. Overlord grunted as Optimus slammed another punch while flying higher into the air. Overlord laughed, pushing his arm away and spinning around to slam a punch to Optimus's chest, only to pause as it...seemed to have no effect.

"My turn…" Optimus spoke, his voice sounding deeper as he reared his left back as it began glowing, he punched it as a powerful shockwave sent Overlord flying downward and crashing into the great lake below.

"Gah!" Overlord gasped as he surfaced, reaching the shore as she climbed back onto the island, "...What...what just happened?!"

"It's more of a fair fight…" Optimus spoke, floating down before him, "Come on. What happened to all that talk before Overlord...or are you just all talk…?"

"Hahaha...Okay...now I'm interested!" Overlord laughed as he floated up.

The two stood their in the air face to face. Both flashed as energy surged around them. The two charged and struck one another while flying past each other. They both veered up and began flying in a barrel roll formation, forming a double helix exhaust trail in the air. Both suddenly flew off and away from one another before flying back and clashing with such force the shockwave cleared the clouds around the island away. Both grunted, grappling by clasping one another's arms. Sparks flew from them as they spun around while flying straight up. Optimus grunted, slamming his knee into Overlord's abdomen before he could fire his miniguns. Overlord grunted as he tried to do the same only for Optimus to meet his knee strike with his own, causing more sparks to fly. Optimus leaned his left shoulder back and used this leverage to free his hand and quickly punch Overlord across the face, pushing him back. Overlord spun around as he pulled out his blaster as he charged it up. Optimus raised his hands up as the barrels on his arms lit up. They began unleashing blasts of blue light which slammed into Overlords arm...and flash froze it and his gun. The twin cannons on his shoulders aimed and began whirring to life, suddenly two streams of highly pressurized water struck Overlord and sent him falling down.

Overlord flew up as he punched Optimus across the face. The Decepticon madman flipped around and grabbed Optimus's by the face as he pushed him down towards the island, intent on slamming him into its hard surface. Overlord grunted as Optimus raised his fist and slammed it into Overlord's chest, sending him away from the Autobot. Optimus corrected himself as he spun around while flying up in time; he corrected himself in the air to face Overlord who continued to smile.

The two flew back at one another as they began swinging. Fists moved back and forth, striking and blocking one another as they floated around one another. The two swung as Optimus swung upwards, his fist glowing with blue energy while Overlord punched downward, his fist was covered in dark violet energy. The two struck one another as they sent one another flying back.

"Grr…" Optimus grunted as he corrected himself, his wings lit up their thrusters as he flew down. He held his hand out and grabbed his hammer. It sparked with electricity which was absorbed into his body.

"This...Now _THIS_ is what I've wanted! Ever since I got this power, it's been puny little army after puny little army! It was never enough...I wanted to hear the cries of pain from someone as strong as me!" Overlord cackled, "Give me that excitement, Optimus Prime! Give me what no one since Megatron has! A fight worth dying for!"

"No one dies...not while I'm around!" Optimus countered as he held his Hammer up and called lightning from the sky which he blasted at Overlord.

"Hahaha!" Overlord laughed as he let it hit him, "Oh we'll see...we'll see!"

With that, the two rushed one another again. This time Overlord was struck by the hammer to his face before a punch knocked him back. Overlord laughed as he slammed a tackle into Optimus. The two crashed towards the ground, Optimus ignited his thrusters to their highest output as he slowed them to a stop, the tires on his feet spinning to life helping slow them down. Once they stopped, Optimus grabbed Overlord by his shoulder and lifted him up and away from him. With another swing of the hammer, Overlord was sent flying back and skipping along the ground.

Optimus swung his hammer around as he held it in both arms, the tires began peeling out as his thrusters ignited again. With a mighty roar, Optimus went racing across the ground with his hammer held back. The hammer charged up lightning before he swung it and a powerful thunderclap went off as Overlord was sent tumbling across the ground again. Optimus came to a sudden stop as he slammed the hammer into the ground. Lightning shot out from the hammer and pushed the upturned stone and dirt flying forward as a storm of debris that struck Overlord, sending him flying through several trees.

Overlord flew up as he laughed. He reached his hand to his chest...and seemed to just rip his chest armor open, revealing the two energy cores within his chest. They began glowing and soon unleashed a powerful pulse of sick purple light across the island. Optimus grunted using his hammer to keep himself standing.

* * *

"GH!" Ironhide grunted falling over.

"Its….it's Overlord!" Ratchet cried in pain, trying to keep himself up, "He's activated his nullification power…"

"It's...so hard to move…" Silverbolt added, "How can anyone beat him...he doesn't even give them a chance to fight back!"

"Have faith…" Jazz spoke as he tried to calm himself down, "We...we might not be able to...stand it...but Optimus can. We gotta have faith in him...Faith in our leader!"

"Optimus…" Ratchet spoke, "Please…"

"We're counting on you, Boss bot…" Ironhide said, "Show him...why I choose to follow you!"

"Come on, Optimus…" Silverbolt added.

* * *

"Hahahaha!" Overlord laughed, "I love it when they fall to one knee." he smirked floating down as he began punching Optimus over and over again while he couldn't fight back, "It makes it so easy to beat em 'till the Spark goes out!" he laughed, punching and punching with no end in sight.

Overlord moved to punch again, only to gawk as Optimus moved the hammer in the way of his fist. Optimus looked up as his optics flashed brightly.

"If...this is how you won your fights in the ring, Overlord...it's no wonder Megaton kicked your afterburners around like a pile of scrap. A real Bot...fights while taking every punch coming their way. I didn't give up when I lost it all...I'm not gonna give up now!" he roared, standing up as he reared his hand back and punched Overlord in the center of his chest.

Overlord gawked as a wave of energy flowed from Optimus and into him. It caused the purple energy wave covering the island to flash a glimmering and beautiful shade of blue. Overlord then grunted as he stumbled back, his chest sparking as energy came off his two energy cores. He looked up only to be struck by the hammer and then hit with an uppercut that sent him flying into the air.

"Grr!" Overlord stopped himself as he pulled out his gun as he charged and fired blast after blast which hit the ground around Optimus, causing it to explode.

Optimus flew out of the dust clouds as he held his arm up. Overlord fired another blast only to gawk as a barrier of energy in the shape of a blue Autobot insignia formed in front of Optimus. Optimus grunted, letting the blasts hit one after another as he kept flying. Optimus roared as electricity surged from his hammer and up his arm and then through his entire body. The electricity focused into his outstretched arm as the energy shield faded away. Optimus roared as his hand was glowing bright blue with energy before he slammed it into Overlord's stomach. Overlord coughed in pain.

"Ha!" Optimus held his hammer up calling lightning to it which he let course through him and into Overlord via his fist. Overlord cried in pain before he was silenced as the hammer struck the right side of his face, sending him crashing down to the ground once more.

Overlord grunted in pain as he looked up only to realize...he had both his hands up towards his face...but could only see his left hand. His right hand moved to his right eye, as he felt a shard of his now shattered optic as Energon leaked from the wound. He touched his eye before he began laughing as he felt the pain course through his body. It hurt so much...but all he could respond with was laughter...mad...maniacal... cackling laughter like something out of a nightmare.

Optimus frowned as he floated down, glaring at the downe Decepticon...no. Overlord...it was hard to say what he truly was..he wasn't a monster nor a Decepticon...he was an 'it'. Something that existed to bring harm to others because they wanted to...something that wanted to see the world burn around them and laugh at the destruction.

"Come on, Prime! Finish me while ya can!" Overlord goaded as he laughed, "Do what Ultra Magnus and Megatron couldn't do and end me!"

"No…" Optimus shook his head, "Like with Megatron, that's just what you want...I'm not giving you anything. This isn't mercy either...it's just my rules…" he clasped stasis cuffs to one of his wrists, "You're going to jail...maybe you and Megatron can spend time seeing who can kill each other with their glare."

"Hahaha…Come on, Optimus...give me this! Give me it!" Overlord laughed, only for Optimus to punch him, forcing the stasis lock to take effect.

"That...was for Bumblebee," Optimus sighed.

* * *

"Reckless...utterly utterly reckless!" Kajun ranted as she paced back and forth, a worried Noel on the side.

"Can the world stop shaking please? I wanna get off…" Makoto groaned nearby with a large bump on her noggin and an Autobot-sized toolbox nearby.

"No. You deserved that, Makoto," Kajun replied, "As for Jennifer...oh hohoho! Oh she better pray she doesn't see me! I tried to warn her what could possibly happen, and she cuts me off!"

"It seems as though the battle has ended," Tsubaki spoke, walking in.

"Is Jenny okay?!" Noel asked as she rushed over, worry heavy in her voice as she recalled what the robot girl last said.

"We won't know until Optimus returns," Tsubaki replied.

They turned to the doors as they opened, showing Optimus in his new form standing there. He dragged in Overlord behind him before coming to a stop. His visor flipped up as his mouth plate opened, revealing a very tired looking Optimus.

"Mission complete…" he panted as steam escaped from the connecting ports of his armor. The armor ejected off and quickly folded back into its trailer mode and landed as Optimus stumbled down. His abdomen section hissed as it ejected Jenny, who landed on Makoto.

"Owie…"

"Jenny!" Noel gasped as she rushed over, "Are you okay?!"

"Hey mom...Tuck got the beefaroni in the rug again…" Jenny dizzily groaned before wincing, "Ow...my _everything_ hurts…"

"I'm gonna need a...vacation..." Optimus grunted.

"Well, I theorized the little lady could perform the power link...now we need to see if it has any unintended side effects," Ratchet sighed.

"Side effects?" Noel asked in concern.

"Well nothing bad like for say you organics. I mean like sudden new abilities...Reformatting...maybe the ability to become an alternate mode..." Ratchet rambled.

"..." Mai slowly looked over to look at Kajun...and tensed upon seeing the look of _science _in her eyes upon hearing that.

"Ratchet...how is he?" Optimus asked.

"Oh, the kid will be fine. He won't be able to speak for a couple Solar cycles up to...oh what do you humans call it...a month," Ratchet sighed, "But as long as he doesn't try and force it, he'll be speaking just fine like nothing happened. For now, he's stuck with that old binary speech tech we use for the drones." a series of loud beeps went off nearby, "And just what is wrong with the binary speech tech?" rapid beeps went off, "Well if they're as smart as they like to claim, then humans will understand you just fine!"

"Why doesn't he just use the radio from his vehicle mode if he doesn't want to use the beeping?" Mai asked.

"Now that's just stupid. Why on Primus would you…"

=BRILLIANT~!= a sound clip played from Bumblebee as he rushed in.

"And here I thought I could get some peace and quiet…" Optimus sighed after a moment.

"You could say 'that's just prime' for moments like that…" Makoto groaned as she sat up, rubbing her sore head.

"Hey...I like that," Jazz smiled.

"She does come up with good ideas for simplifying things," Silverbolt agreed, "Like the Maximal comment...I like it. It has a nice ring to it."

"Alright Autobots...let's round up our prisoners," Optimus sighed.

"But...What about Omega Supreme?" Makoto asked.

"We can handle a few random 'cons'. No need to pull out the big guns for some small time bots," Ratchet replied.

"Pretty much...it'd be like using a missile to swat a fly," Tsubaki simplified for Makoto, "Besides I'm sure he's sleeping for a reason."

"Most likely yes," Kajun added, already examining Jenny for whatever changes she might have while Noel hugged the robot and refused to let go.

* * *

"Well, that was a trip," Ben noted as he got out of the ProtoTRUK as Rook forced Fistrick out, stuck in handcuffs and cuffs on his legs, "Got to see your home, enjoy some of that Amber stuff, fought rats, and we caught a guy trying to steal from your home. That's...actually the tamest trip I've taken since before I was ten and during the few years I didn't have the Omnitrix."

"Once we get Fistrick locked up again, we can return home and relax," Rook stated as they approached the Bellewood Plumbers HQ.

"Sounds good. Besides, I'm sure the girls were bored while I was gone," Ben shrugged as they got inside and went for the elevator, "...Then again knowing Makoto, she probably got them mixed up in something crazy."

"It would be either her or Jenny," Rook agreed, "Those two, along with yourself, appear to be compared to magnets, but you attract bad things instead of metal."

"Oh come on...besides what's the worst that could happen while I was away? I mean everything comes to Earth looking for me." Ben gloated as they entered the primary section of Plumber HQ.

"Uh...Ben…?" Rook paused.

"Wha-ow!" he grunted walking into something made of hard metal. He looked up to see rows of Decepticons being moved, "What the wha…?"

"That should be all of them, Magister Tennyson," a voice spoke as Ben and Rook turned to see Optimus talking to Max on a platform that was to his eye level, "We hope you can transport them to the Cybertronian prison ship waiting for you just outside of your star system's orbit."

"Of course," Max nodded before he noticed Ben and Rook, "Ahh. Welcome back you two."

"...What...did we miss?" Ben slowly asked.

"Oh nothing much," Makoto gloated, sitting on Ironhide's shoulder, "Just met a couple of Cybertronians, took down a Decepticon warlord...stopped an invasion of murderous giant robots...witnessed the most epic giant robot fight of all time in real life, and fought a literal robo demon." she motioned to a laughing Overlord trapped inside a soundproof capsule.

"I hate organics…" Sixshot groaned, strapped to a giant gurney which kept his body in stasis lock, "I fraggin' hate all of you! What are you looking at, tiny?!" he snapped at Ben.

"We saved the Earth~" Makoto sang proudly.

"Technically, Optimus and Jenny saved the Earth." Noel added, "But we helped!" she smiled.

"Noel beat the Plumbers record for most arrests given how many Decepticons she took down while in 'Must protect the adorable bunnies' mode." Makoto laughed.

"Don't ask. We really call it that," Mai answered Rook's unspoken question.

=Ben Tennyson!= Bumblebee exclaimed in Will Harangue's voice, pointing at him and gawking before the sound of a radio changing was heard =I thought he'd be taller=

"...Uh…"

"His voicebox was damaged, so he's using the radio," Jenny explained.

"So this is him, huh?" Ironhide smirked, "You're right, 'Bee. I was expecting taller and more chiseled like that externet show about him."

"There's a _what_ about him?" Makoto asked, holding back a laugh.

"Yeah, one of them live action shows with cheesy effects...personally I think it'd be better animated," Ironhide shrugged, "But what do I know? I'm just a soldier."

"Bah...I find the concept of a watch what scrambles your DNA to be disgusting." Ratchet spoke, walking off.

"Hey! I...take slight offense to that!" Ben argued before sighing, "Nevermind...where are Tsubaki and Kajun?"

"?!" Jenny tensed at the latter's name before flying up and hiding behind Makoto.

"...Science Mode for Kajun?"

"Eeyup," Makoto replied, "Jenny ended up fusing with Optimus via this super cool armor, and there might be possible side effects due to said fusion."

"I mostly feel the same," Jenny replied, "Well, except that one time where I sneezed and transformed into a laser bazooka…" she muttered.

"...And Tsubaki?"

"Currently trying to talk to someone from Cybertron in hopes o-" Mai began.

"UGH! I've never met someone so infuriating in my entire life!" Tsubaki snapped as she stomped up to the group.

"Big chin? Blue plating? Has a severe dislike of organics?" Ratchet asked, earning a nod, "Yep. Congrats on meeting Sentinel Magnus."

"I apologize for asking this, but how has your planet not fallen into chaos with someone like him in charge?!" Tsubaki asked before looking at Ben, "Oh..welcome back, by the way. And a warning should you ever come near Cybertron or any planet near it."

"Huh?" Ben blinked.

"The current guy in charge thinks you're more of a menace and put out an order to have you arrested on sight," Makoto explained.

"Ah...wait, what?!" Ben gawked at that, "What did I ever do to the guy?!"

"From what that…that...horrible excuse of a leader said, it's because the Omnitrix is a-and I quote- 'a perverted force of nature that should have never been created, and certainly should not be in the hands of a filthy organic,'" Tsubaki explained.

"Aside from the filthy organic bit, I'd bet he'd get along with Harangue," Ben noted, rolling his eyes.

"My thoughts exactly," Makoto added with her own eye roll.

"I wonder what Silverbolt is gonna do?" Mai pondered.

"Silverbolt?" Ben repeated.

"Present," the Fuzor replied behind Ben in his beast mode.

"Gh!" Ben jumped before looking up at the Fuzor, "...Did Animo get out again?"

"Silverbolt, formerly Silverbolt Major of Cybertron," Silverbolt greeted, transforming and bowing, "An honor to meet you."

"What is wrong?" Rook pondered to Mai.

"Because of a malfunction with a scanner on his ship, Silverbolt ended up with an organic alternate mode. Sentinel Magnus made it banishment for having one," Mai explained.

"You're more than welcome to stay with us, Silverbolt," Optimus offered, "You'd be a welcomed addition to our little team of misfits and outcasts."

"Ahh...I thank you, Optimus sir," Silverbolt bowed.

"And hey. If you find any other Autobots with organic alt modes here on Earth, you can make a new faction and call them the Maximals," Makoto offered, "Give those Decepticreeps something to worry about, ya know?"

"I do like it, yes...let this be the dawn of a new era for the Cybertronian race!" Silverbolt declared proudly.

"Noted, 'Bolt," Makoto giggled, hopping off Ironhide's shoulder as she landed next to Ben, "So...how was your trip?"

"...I am so totally jealous of you girls right now," Ben stated, earning a squirrely smile.

* * *

_GT: Phew...That's done with! And man, was that insane!_

_Z0: *sitting in a refreshing ice bath* Ah...magic made…*interns begin applying my power restraint armor to my body again* Hey hey make sure the cod piece isn't to tight this time._

_SZ:...Ahem! Ah yes...that ends this little mini filler arc._

_Z0: Not so much filler when we used it to replace actual fillery episodes…_

_SZ: Fair, because there are certain filler episodes that were just...meh at best._

_Z0: Now we have an excuse to skip em...your welcome~! Now...interns...finish applying my restraining armor before I break the earth….again…_

_GT: Yes, please put them on him._

_SZ: Please do...we need him and the Earth in one piece, because I believe we're gonna get back to the main story….after a possible rest chapter of course, because there was a LOT of action this chapter._

_GT: Eeyup. So until next chapter, please read, review...and pray we don't let him out of his restraints any time soon._

_Z0: Ah no worries look *armor on his arm falls off as he swings wiping out a city block* Oops...Later True believers!_


	21. Special Delivery

_SZ: *focuses heavily on my Switch, switching between Fire Emblem Warriors and Hyrule Warriors* Come on...unlock stuff and capture keeps…_

_GT: *playing Breath of the Wild* Man...The Completionist was right...Goddamn these 900 Korok Seeds!_

_SZ Least its not Mario Odyssey...or the definitive edition of Hyrule Warriors! And i haven't fully completed the easy maps yet!_

_Makoto: *offscreen* uh guys? Story?_

_GT: Right, right. ...Um...which Makoto are you again?_

_Makoto:...seriously? It's me!_

_SZ: Which one? My Lucario Makoto, or Makoto Nanaya?_

_Makoto:...*pokes head in*the one you're using for this story…_

_GT: Right… Um...Which Makoto would that be again? Seriously, we have a lot of characters with that name._

_Makoto:...*eye twitches* Blazblue Makoto!_

_GT: Oh right...Well, we own no one in any of the series we use for this story. Please enjoy. ...Which Makoto were you again?_

_Makoto: GRARGH! *rips out a beam by her*_

_GT: And that was the support beam for this stage._

_SZ:...dang it!*stage collapses on us*_

* * *

***BING BONG!***

"Can someone get that?!" Ben called out, currently playing a fighting game with Makoto in the living room.

"I think we're the only two in the house," Makoto noted, wearing a simple white-tee and a pair of jean shorts, "I think the others left this morning."

"Really? To do what?" Ben asked, earning a shrug from the Beastkin, "...I'll get it then. Don't unpause the game."

"Oh, like I'd go that far," Makoto muttered as Ben got up to go answer the door.

"I'm coming, I'm coming!" Ben shouted, "And don't you dare make a joke, Makoto!"

"I said it to explain to Jenny about sexual harassment in modern workplaces!" Makoto complained.

"Oi…" Ben rolled his eyes as he opened the door, only to be grabbed by the scruff of his shirt by a warthog-like alien in purple, carrying a red and black mace in his free hand.

"Hello! I. Am. Thunderpig!" the alien declared with a snort, "You ate my father with lettuce and tomato on a wheat roll! Prepare...to die!"

"Dude, what are you talking about?!" Ben exclaimed.

"I am talking about vengeance! Sizzling strips of juicy succulent vengeance!" Thunderpig snapped.

"...Is it Tuesday again?" Ben quipped only for Thunderpig to toss him at the door.

"Thunder…" Thunderpig growled as he began to spin his mace, "Thunder…" red lightning crackled off the weapon, "Thunderpig!"

The pig-like alien swung the mace at Ben only for a green flash to go off. The mace shattered the door behind him...as Thunderpig slowly looked up.

"That fifth time this week door get broken," Grimlock growled as he pulled out his sword which ignited, "And it only Tuesday!"

"Oh, so that's how you do the combo…" Makoto muttered as she watched a video on a phone.

"_SQUEEEEEEEEEEEEEE~!"_

"...Ben, you doing good out there?" Makoto asked before a green flash went off and Ben casually walked back in.

"Yep. Just need to call Grandpa to have him pick up a roasted boar," Ben explained.

"That explains the smell," Makoto noted, her nose twitching a little, "Doesn't explain the shattering glass."

"Eh, just some car that ended up getting…"

"TENNYSON!"

"...That...was Mr. Baumann's car…" Ben cringed in realization.

"Oh yeah...Noellie told me she was expecting a delivery from his store today and wanted me to sign off it," Makoto recalled, "Well…might as well face the music."

"Aw come on. It's not my fault! It was the pig's mace!" Ben complained as Makoto pulled him out through the broken door.

"Aw come on. It might not be that's a big pig by a broken car," Makoto noted with wide eyes, seeing the roasted, smoking Thunderpig twitching by a crushed car, his mace on top with Mr. Baumann glaring and fuming at Ben, "Oof...Well, I underestimated what you two did."

"What?! But it's that big ol' pig's fault!" Ben argued.

"Everytime! It's always you!" Mr. Baumann growled before looking at Makoto, "My apologies, but the delivery was destroyed."

"Oh, Noel's gonna be sad at that," Makoto noted, "Well, she can get them another time, I guess."

"And you!" Mr. Baumann snapped as he glared back at Ben, "You are gonna pay me for destroying my car!"

"What?! But it's not my…!"

"Oh yes it is! It's always your fault!" Mr. Baumann argued, "Everytime you came near my car, it always ends up being destroyed o-or thrown into space, the former especially before you got the Omnitrix!"

"Huh?"

"Age Five and a half, his family moved in and he set my car on fire with a magnifying glass," Mr. Baumann explained.

"I thought I saw a scratch," Ben defended.

"Eleven, you turned into your To'kustar form while fighting Animo and threw my delivery truck at that mutant bug of his, which knocked over my car and shattered the windows, broke the driver seat's rear view mirror, and busted two pipes in the engine!"

"I…"

"Fifteen, you were chasing one of those DNAliens and changed into your Necrofriggian form and froze it...along with my car!" Mr. Baumann continued, "Every time you get near my car, it always ends up being destroyed!"

"...You froze his car?" Makoto asked.

"Hey, I tried to melt the ice," Ben defended.

"You poured the mocha decaf latte I spent thirty minutes in line waiting to order on it and it broke right down the middle! And the half that fell over shattered into a pile of ice!"

"...Told ya you were a vehicle destroyer," Makoto deadpanned at Ben.

"Aw come on. I've been spending half my life paying off the damages," Ben argued, "...Literally. Summer jobs and my current one, half my pay always got put into the bills for Mr. Baumann's car."

"Well that's good and all," Makoto noted, "But I think you've reached the limit for Mr. Baumann on this. Correct?"

"Indeed," Mr. Baumann agreed.

"Hmm...I have been in a situation like this before," Makoto recalled.

"You've destroyed a car before?" the two asked.

"No. It was a ship and it was by complete accident no matter who says it," Makoto replied, "I was in a ton of trouble with the owner of it and, well, Tsubaki had a _brilliant_ idea that...now that I think about it...has made me far less likely to destroy vehicles."

"Go on," Mr. Baumann noted.

'_I got a bad feeling,'_ Ben thought.

* * *

"Yep. My bad feeling was completely right," Ben groaned, wearing a pink apron and delivery hat as he stood by a delivery truck.

"It's just for the day," Makoto replied, "And remember that the truck has to stay in one piece the entire day or you have to repeat it again every day until there's not a single scratch."

"How long did this take you?" Mr. Baumann questioned.

"Three days," Makoto replied, "That dang port had it in for me, I tell you!"

"...Well this should be easy then. I can just go alien a-"

"Uh...about that…" Makoto trailed off, making him blink in confusion, "He told me to tell you…'no alien anything' while on the job."

"HUH?!"

"Yeah...he also said 'hard work is the only way you'll learn responsibility, even if it kills you,'" Makoto added.

"But I am responsible!"

"Oh really?" Makoto asked with a raised brow, "Name one time you didn't use the Omnitrix for something stupid."

"Fighting the Highbreed, fighting Vilgax, fighting Albedo…"

"That wasn't fighting someone."

"...Fixing…"

"That wasn't repairing the damages _caused _by your fights."

"..."

"Yeah. I didn't think so," Makoto smirked, "Also he asked me to keep an eye on ya to make sure you don't slack off."

"What?!" Ben gawked as Makoto slipped on a pink apron of her own.

* * *

=Tube socks. Get your tube socks. Now in chocolate, vanilla, and new car smell= a small robot-like alien called from a stand, lifting up a tube sock with five ends to it.

"Ugh...delivery from Mr. Baumann…" the alien looked over to see Ben walking over, carrying a large box.

=...Did you wreck his car again?=

"It…!" Ben began as he put the box down, "...wasn't my fault!"

"Sure it wasn't…" Makoto sarcastically replied as she held out a clipboard with a delivery form on it, "Just sign here, please."

The alien nodded as he signed it, letting both teens walk off with Ben having an annoyed look on his face =...That poor biped=

* * *

"...Okay...no sign of Tao…" Ragna muttered, looking around from behind a stall as he held a bag in his hand, "Good...maybe now I can eat lunch without her snatching it from…"

***SHATTER!***

"GET OUT!" Pakmar's voice screamed.

"I TOLD YOU TO PUT IT DOWN!" Makoto's voice snapped.

"YOU DIDN'T SAY WHERE!" Ben's voice argued before he and Makoto were suddenly punted out of a nearby store.

"GET OUT!" Pakmar snapped before slamming the door...resulting in more glass shattering, "...GAH!"

"...Just ignore it, Ragna, and eat your lunch," Ragna muttered as he walked off.

-linebreak-

"I kept telling you to put it down…" Makoto muttered, shooting Ben a stink eye as the two approached a bar.

"You never said where to put it," Ben replied, carrying a few things in his arms, "You knew we were in Pakmar's, right?"

"Yes, which is why I wanted to avoid as little damage as possible, Mr. Bull in a chinashop," Makoto simply argued.

"Oh yeah? Pot, meet kettle. Have you met?" Ben countered as the two walked in, earning the attention of the barkeep, "Expecting a package, sir?"

"Yea...somethin' ferocious," the barkeep replied as Ben put the stuff down, "Somethin'..." he paused as he cautiously looked around, "...Deadly."

"Uh…." Ben muttered as he looked at their supply of packages.

"Just what kind of stuff did Mr. Baumann give him to deliver anyway?" Makoto whispered to herself before she noticed someone grab a bag from near the packages and began to walk off, trying to avoid eye contact with her and Ben, _'...Was that one of Fistrick's boys? What was he…?'_

"Uh...let's see...oh!" Ben spoke as he held up a package to the barkeep, some steam coming out with something squealing inside, "Then I guess this is what you wanted."

"What even is that…?" Makoto gawked as she realized they'd been carrying something that ominous.

"Beats me," Ben shrugged as he handed the barkeep the package.

* * *

Meanwhile, deep in a secluded part of Undertown, a large group of various aliens and criminals sat on some bleachers as Psyphon walked up to a wooden podium.

"Now then…" Psyphon began before he noticed how deep in talk the crowd was, "...Ahem! Now then…I didn't bring you all here to socialize. I invited you here to share in an opportunity. An opportunity to share on auctions for rare and unique objects, and one of a kind curios. Like this next object here..." he motioned to the stairs next to the podium as Fistina walked down them, "A date with the lovely Fistina. As informers know, Fistina does not come onto the market very often. Shall I start the bidding at one Tayden?"

Silence was the crowd's response.

"...ahem. One Tayden. Do I hear one tayden here?"

As Fistna looked at the crowd...each individual member began to awkwardly avoid her gaze, trying to make it seem they were busy.

"...Seriously, one Tayden at all?" Psyphon asked again, "Uh...Vulcanus? Fistrick?...The Vreedles? Anyone at all?"

As Fistina looked around, a lone Kraaho was bouncing up in the stand, waving a hand up.

"...Know what? Better than nothing," Psyphon muttered as he banged a gavel down, "Sold to the lone Kraaho in the front!"

Fistina smiled at that as she walked up to the bleachers and sat near the Kraaho.

"Now then...the moment you've all been waiting for. The piece de resistance...a dwarf star," Psyphon spoke with a grin.

"?!" many eyes widened upon that.

"Yes, you heard me correctly. A _dwarf star_," Psyphon informed as the teen from before walked down the stairs, carrying the bag, "You all know how rare this item is… As such, serious bidders only." the teen held up the bag to show to the audience, "Compacted into a protective container, this marvelous item can enhance anything you connect it to instantly. Legend has it that Vexus of Cluster Prime's very core was a dwarf star and we all know either from story or from actually being around during her time just how powerful she was. The Decepticon Sixshot's armor is _made_ from a dwarf star even and not a single mark has ever graced his frame thanks to that! With that said...what is my opening bid for this..." he began as he reached into the bag and pulled out...a bag filled with water that had two goldfish within, "...Bag of goldfish?!"

* * *

"I had a pen here just a second ago…" Ben muttered before Makoto handed him one, "Ah. Thanks."

"So sorry, madam. First day on the job," Makoto apologized to the red-scaled octopus-like female alien they were delivering to.

* * *

"GRAAGH!" Psyphon snapped as he turned the podium over, the crowd now complaining and grumbling, "That idiot brought the wrong bag! I…! Wait...wait a minute...the bag's got switched…" he muttered as he picked the bag up, "Okay, worry not folks! This should tell us who has the dwarf star you all want! Now then...the person who has it is...B…_BEN TENNYSON_?!"

"OH, COME ON!" one alien complained as the crowd began to yell in a frenzy.

"Grr...now what do I do? If I go into town…" Psyphon muttered before gulping, "The Grim Reaper will get me before I could get my dwarf star back…" he shook it off, "Even if I get past him...Tennyson has a whole team of new recruits just as strong as him...he's even got a Cybertronian form to boot...it's like no matter what, he just keeps making my life a living hell!" he blinked a bit upon what he just said, "...GAH! Now I've been reduced to using this filthy planet's curse words!"

"Man I'm out of here…" Fistrick muttered as he and a large elephant-like alien began to walk off with the crowd, "What a rip…"

"Actually gentleman. This is good…" a voice spoke as a pair of arms slinked onto their shoulders, making them look down to see a fat zombie-like clown dressed in a black-decaying ringleader outfit look at them, "Whoever gets that dwarf star from Ben 10 will get it..._for free_." he made sure to say the last part loud enough for most of the other criminals and villains walking out with them to hear, as if he more so wanted to cause chaos.

"...Wait...if any one of them gets it...I won't get my money! And if I don't get the money...how will I put out _that_ for Lord Vilgax?" Psyphon freaked in realization, "If I don't...when he one day does get out...he'll turn me into a trophy to hang over his throne and to serve as a grim reminder of why no one ever fails him…" he shuddered, "No, no, no. I _have_ to get that Dwarf Star first. I'm dead either way if I don't!" he shouted as he ran off.

* * *

"Come on, where is it…?" Ben muttered as he and Makoto walked down a small strip of houses, "Where's this place we were supposed to deliver to?"

"Let's see...Apartment F7...Apartment 7F...Apartment 7-Smiley face-0…" Makoto read off, "Where's just plain ol' seven?"

"...Maybe someone here will help us out," Ben suggested as he walked up to a door. Just as he was about to knock on it, the zombie-like clown and his two 'partners' ran by and grabbed the cart, "What the...hey!"

"Was that a zombie clown just now?!" Makoto freaked.

"Zombie cl..._Zombozo_!" Ben shouted as he ran after the trio, "How does he keep escaping prison?!"

"Folks forgive you if you make em laugh!" Zombozo shouted, "Buy-bye, Ben~" he taunted, waving goodbye with a handkerchief, which he then tossed letting it grow into a giant tarp that fell on both young heroes.

"So...Clown themed gadgets?" a lump in the tarp spoke, its voice being Makoto's.

"Yup...with a hint of nightmare fuel usually added in," the other lump replied in Ben's voice.

"H...wait...this feels like...EW~!" Makoto freaked as she scurried out from underneath the tarp, "Ew ew ew! Zombie skin! Ew ew ew!"

"Keep running boys! We're not here to fight!" Zombozo reminded Fistrick and the elephant-like alien as they ran, only for a green flash to occur behind them, followed by the ground bursting before them as Armadrillo came out.

"Wait. Zombozo, Fistrick and…" Armodrillo began before looking at the elephant, "...Uh...who are you?"

"His name is Trumbicular. Said he came to this planet to look for some really rare food or something," Zombozo nonchalantly replied before pointing, "Get him."

"Oh, I'm not the one you need to be worried about," Armodrillo crossed his arms simply, making them blink.

Fistrick moved to talk, only for a large wooden telephone pole to slam atop his head and bury him up to his shoulders. The other two turned to a very upset and annoyed Makoto, who's eyes were practically glowing like fire from how angry she was. Armodrillo leaned in as he put his hands on their shoulders.

"Yeah...your little trick really ticked her off...She does not like it when she feels something slimy on her tail…" he chuckled to Zombozo, "And you know how bad it is to anger the girls in my life, right, Zombo-old-pal?"

"Yes. But last I heard, your dear cousin is out of town," Zombozo countered.

"Point...but...counterpoint," Armodrillo said as he pumped his left arm's piston and launched Trumbicular forward and towards Makoto.

The Alien stopped as his trunk/mouth was grabbed by her hand. His eyes widened as he was dragged forward. Zombozo paled even further at the resulting violence. The sounds of fists hitting flesh and trumpets of pain filled the street. At the end of it all, the elephant like alien was left with his entire head buried into the ground.

"So...wanna just...leave, or do you wanna go join them in the dirt?" the alien hero chuckled.

Zombozo's response was to pull out a balloon and began to breathe into it, causing it to grow until it was as big as him, "You've been a great audience. Drive home safely!" he said, pulling out a needle as he used it to pop the balloon, engulfing him in smoke and confetti for a moment until it died down, revealing no sign of the zombie clown.

"And good riddance, Krusty!" Makoto barked just as Armodrillo changed back into Ben.

"Okay that was...new," Ben noted, "These guys are typically desperate...but stealing packages? Now that's just sad. And Zombozo literally stole a brain once."

"...Not gonna ask that, but that leaves one question…" Makoto spoke as she looked at the cart, "What could be so important that they tried to steall Mr. Baumann's packages?"

"Let's call him and ask what exactly we have here." Ben offered, "I mean...we can at least deliver that thing they want next, and be done with that potential string of misadventures."

"Fair point. But I should be the one who calls him," Makoto noted, pulling out her phone, "Given how you two seem to have a...dislike...for one another at the moment, it'd be safer."

"Wh-hey!"

"It practically screams Dennis the Menace and Mr. Wilson levels of dislike in a way…" Makoto simply argued as she dialed in the number.

=Hello?=

"Hey, Mr. Baumann. Just wanna give you a small update," Makoto spoke on the phone just as she and Ben began to resume delivering the packages, "We're almost done with deliveries, but some guy tried to steal them. Know any reason why?"

=...What are you implying, young lady?=

"Oh nothing. Just rather suspicious if three criminals tried to risk their butts just to steal a few packages."

=I assure you there is nothing illegal in any of those packages. Now tell Ben to hurry up and finish, or else he'll owe me double for what he did to my car!=

"DOUBLE?!" Ben exclaimed upon hearing that just as Mr. Baumann hung up.

"...Oh yeah. He's definitely your Mr. Wilson," Makoto deadpanned as she put her phone away, "Now then, what's left to deliver?"

"Just a pair of goldfish."

"Really?" Makoto pondered as she picked up the package, "Alright, let's just see where we need to deliver this."

"Yep..." Ben sighed, "With luck, we got rid of the thing they wanted...but...knowing my luck…"

"It's just the start of the insanity," Makoto sighed.

"Maybe if we hurry, we can get rid of these little guys, avoid hijinks...and not put myself into deeper debt."

"Sweet. The faster we…" Makoto began before a Kraaho swooped in and snatched the bag, "?!"

"What the?! The Kraaho now?!" Ben exclaimed before the two chased after him, "Why is everyone trying to steal goldfish?!"

"Get back here with those poor fish no one can keep alive for more than a day!" Makoto snapped, "You jiggle that bag and I'll jiggle your brains into mush!"

"Does Ester even know you're stealing things?!" Ben shouted.

"Oh I hope not," a familiar voice spoke leading them.

"...That was Sebik, wasn't it?"

"Yep," Makoto replied as they turned a corner, seeing the former Kraaho leader and a group of Kraaho standing there, the latter aiming blasters at them, "...And he came prepared."

"Warriors, blast them!"

"Yipe!" Ben grunted, slapping the Omnitrix as he turned to Diamondhead as he rose a wall of crystals to block the blasts, "Well, I was going for XLR8...but this is just fine too." he muttered, raising his hands as he lifted the crystals up before he aimed and slammed them down on the Kraaho.

"Nice, but one problem…" Makoto pointed to behind the pile of crystals, "Sebik's getting away with the bag."

"Well...you're the fast one…" he spoke, slamming his hand and forming a crystal ramp, "After him."

"D'oh...fine," Makoto muttered in compliance, stretching a bit before she ran forward and leapt off the ramp, "Give the goldfish back, Sebik!"

"Hahaha! No way, Coldcut!" he replied, swinging away via his extending arm.

"Ugh, that insult only makes me hungry!" Makoto groaned, looking around before seeing someone arguing over a trampoline "...weird, but I'll take it."

"For the last time, I did not order a giant trampoline!"

"Sorry official business!" Makoto shouted as she jumped off the trampoline, using her leg strength and the spring of the trampoline to launch herself through the air like a rocket just as Sebik was about to land into a garbage dump before Makoto tackled him midair, "GOTCHA!"

"GAH!" Sebik yelled out in pain as he was sent crashing against a broken down car.

"Ah!" Makoto panicked while jumping off Sebik's back, making him grunt in pain as she fumbled to catch the package, "I gotcha fishy!"

"Man, what is with everyone and wanting some tiny little goldfish today?" Diamondhead questioned as he turned back into Ben.

"That's a good question…" Makoto admitted before her hand shot out just as someone tried to reach for the bag from above, "And I bet you could answer...right, _Argit_?"

"...I don't know nothin'," Argit quickly denied, trying to free his hand from her grip

"Okay," Makoto replied, letting go.

"R-really...URK!" he cried as she now grabbed him by his neck, "You lied!"

"Doesn't feel nice, does it!" Makoto snapped shaking him, "Now you better tell me what this is about before I turn you into a cheap rug to put on our front porch to clean our shoes!"

"She'll do it, too," Ben added, making Argit pale, "Now spill. Mind telling us why everyone is after some goldfish?"

"...Oh geez...fine! The bags got switched and you ended up taking a Dwarf Star!" Argit caved in.

"...We have an actual star? Really?" Makoto deadpanned.

"There is technology that lets one store dwarf stars in condensed forms," Argit explained, "Plug that into something, it enhances its power exponentially. You could even turn it into armor like I heard a Decepticon called Sixshot did."

"...Ben, check the bag to make sure he's not lying," Makoto replied as she held the bag out to him.

"I'm telling the truth!"

"After the stunt you pulled with the U-Bomb, I…"

"Uh...Makoto…" Ben spoke, earning the Beastkin's attention as he pulled out a small sphere of light from the bag, "He's not lying…"

"...You got lucky this time," Makoto frowned, "...Wait. Who wanted a Dwarf Star?!"

"I did…" the two looked over to see a frowning Psyphon, holding a similar bag, "Now hand it over!"

"You want us to hand over the most dangerous thing currently on Earth that's not on my wrist? Wait, come to think of it...I ate one of these once…" Ben realized.

"Seriously? That must've hurt."

"As Upchuck, Makoto," he sighed, "As Upchuck."

"Ahh…" Makoto nodded before looking back at Psyphon, "But yeah...sorry, but no one is handing you the Dwarf Star, and I doubt you could make us."

"...Oh...I'm not…" Psyphon began with a grin, holding his arms out, "_They are_."

"They?" Ben and Makoto repeated.

As if on cue, various villains began to come out from various spots of the junkyard, ranging from Zombozo, Fistrick, the Vreedle brothers, a large armored alien, Trumbicular, and Sunder the Retriever.

"You may have been able to beat each of us one at a time...but you won't be able to do it all at once," Psyphon grinned, "Now hand over the Dwarf Star."

"Alright...this...is bad," Ben chuckled, "But...I sadly can't just leave things like that." he spoke lifting the Omnitrix, "Makoto...looks like we have to go about this the normal way."

"Beat the bad guys up?"

"Of course. But...We need to make sure the goldfish are okay, too."

"True.." Makoto nodded before she noticed something blur behind Psyphon, "...Hey Psy."

"Grr…"

"You want this right?" Makoto asked, holding up the Dwarf Star after dropping Argit, "How's about a trade? The fish for the star?"

"Huh?"

"Makoto, what are you…" Ben began before Makoto motioned her tail lightly to the shadows behind Psyphon, "Oh..."

"...You're bluffing me, aren't you?" Psyphon frowned at Makoto, "There's no one behind me, is there? ...The Grim Reaper isn't with you, is he?"

"Nope. Just a legit trade is all," Makoto smirked, "Plus it's best you hand those fish over...it's lunch time."

"Huh? lunch time?" Psyphon repeated before a pair of red 'lights' flashed behind him, "...There's something right behind me, isn't there?"

"Fish~" Psyphon slowly looked over his shoulder...and came face to face with a certain hyperactive catgirl, "Hi!"

"GH?!" Argit tensed as he quickly bolted out of there.

"GAH! What is that!?" Psyphon freaked.

"Fish!" Tao cheered as she swung her arms and batted Psyphon away dropping the fish into one of the many villians hands, "Mine!" she growled, pouncing as giant claws extended from her paw gloves.

"What the…?!" Fistrick exclaimed as Tao pounced him, resulting in the bag flying in the air and landed in Makoto's open hand.

"I warned ya," Makoto smiled, quickly hiding the bag in her tail's fur as soon as Tao looked up. Makoto pointed to the other villians with a simple smile as the cat girl ran off and began chasing them for the fish.

"...Heh-heh. Forgot about them," Ben chuckled before pulling out a blindfold and tying it on over his eyes, "Just in case she brought any of the ladies from her tribe with her."

"...Fair enough," Makoto shrugged.

"OW! Did she just throw a sink at us!?" a Kraaho complained.

"Hey, I was lookin' fer a new pillow! Thanks, lil' kitty lady!"

"D'oh! That….that was a bowling ball…"

"I got hit with an apple...a half eaten one!"

"I almost got hit with a baseb-OW! From behind?!"

"WHAT IS GOING ON?!" Psyphon demanded before shaking his head "Nevermind! Just get me my Dwarf Star!"

"Hey, Tao!" Ben called.

"Huh? What is it, Changing Guy?"

"That guy with the red eyes and really tall?" Ben noted as Tao looked at Psyphon, "He's planning to kidnap the kittens for Squiggly!"

"Squiggly?" Psyphon repeated as Tao's tail and ears shot up.

"Nya…." Tao growled as everyone could feel the anger and murderous intent coming off her at the moment.

"What's a Squiggly?"

"Horn Guy is working with Squiggly?!" Tao hissed before everyone jumped back as the linings on her 'paws' shot out, revealing large razor sharp serrated claw-like blades, "Horn Guy…" she pounced on Psyphon, "IMMA BEAT THE CRAP OUTTA YA!"

"GAH!" Psyphon freaked as he narrowly avoided a large swipe...and saw that it cut a broken down car behind him into multiple pieces, "?!"

"Well...Y'all don't see that normally," Boid noted.

"NYA!" Tao shouted, jumping at them.

Ben cringed upon hearing the sounds of violence. He moved to lift the blindfold up only for Makoto to push it back down.

"No…" Makoto warned as she pulled Ben over to her to let a severed mechanical arm pass by where he had been.

"But…"

"Just trust me. Last thing you wanna get involved in is when a Kaka Clan member is angry...and I mean _angry_," Makoto advised.

"She's got my eye! She's got my eye~!"

"...duly noted," Ben cringed.

"WHAT IS WRONG WITH THIS PLANET!?" Psyphon snapped, making everyone pause for a moment, "This never use to happen...we only had to worry about an immature little twerp with a powerful watch he got out of sheer dumb luck...now...now we have a clan of hyper active...cat things...part human part animal freaks of strength...and that ever annoying Grim Reaper!"

"Someone call my name?"

"...oh no…" Psyphon paled as he saw a certain silve-white haired individual standing at the gates of the junkyard.

"What a surprise. I hear someone making a ruckus here in Undertown, and I find you being the cause behind it, pencil neck," Ragna noted.

"IT'S PSYPHON Y-" Psyphon began before Tao pounced him from behind.

"Good guy~!"

"I'm seriously starting to think I might have some kind of curse on me some days," Ben spoke up to Makoto, "I mean...how else do you explain the perfect storms of nonsense that keep happening?"

"Mm mm," Makoto shrugged, "But least we can chalk this one 'adventure' up and done once we deliver the fish."

"Oh Tao...this is where you've been...and here I figured you were just being a good girl and leaving me alone for lunch." Ragna muttered as he for the most part ignored the chaos around them.

"Tao smelled fish and wanted to get them from Changing Guy and Fluffy Girl, Nya!" Toa beamed before pointing, "But fin head stole them Nya…"

"How did you...wait. You followed that kid back to my lair?!" Psyphon snapped.

"That's what she does. She follows wherever she smells food," Ragna stated before whispering to Ben and Makoto, "Mind telling me what exactly he wanted to take from you two?"

"A dwarf star."

"What?" Ragna blinked, "You mean...like an actual star…"

"Science is amazing, ain't it…" Makoto replied simply and sarcastically.

"And here I thought Thrax was makin' stuff up 'bout some races figuring out how to condense dwarf stars into power sources and even armor," Ragna spoke, "Let me guess, pencil neck wanted to use it for himself."

"Given how many of Ben's villains are here, most likely tried to sell it," Makoto shrugged, "Probably doing an auction or something."

"...and it never occurred to him that he could've used it on himself?" Ragna asked.

"..." Psyphon slowly blinked at that, "N...no...it never crossed my mind," _'I can't let them find out Lord Vilgax' plan!'_

"Seems kinda weird he'd wanna sell this thing given he loves dangerous things to use against people…" Ben added, "Must be part of a bigger plan."

"For what? Being rich and rule Undertown as a kingpin?" Makoto joked.

"He would have to be...well actually threatening to be a kingpin," Ragna snorted.

"What?!" Psyphon exclaimed.

"Kinda true, dude," Ben added, "You might've served Vilgax, but...you're not really much of a threat."

"At least when your former boss's name gets mentioned, folks get jittery…" Ragna added, "From what I heard, he's like a space boogeyman. Who got his butt handed to him by this guy when he was a 10 year old twerp." he pointed at Ben.

"Y-Hey!"

"...Grr…." Psyphon's eye began to twitch violently at that, "You are going to regret saying that…"

"Oh we're shaking in our boots," Makoto laughed a bit, "Seriously, day one and I could tell you were a B-list villain. Now...you're more C-list."

"C-LIST?!"

"They're not wrong." Ben muttered.

"...Grr…" Psyphon began to growl at that before looking at the bag with the dwarf star held by Makoto, "...You are going to regret those words…"

"Like how?"

"Simple...hey cat! The guy in red and his friends have some food!"

"Wh-D'OH!" Ragna grunted when Tao suddenly pounced him, Ben, and Makoto, resulting in the bag with the dwarf star to fly out of the squirrel girl's hands and land before Psyphon, "Damn it, Tao!"

"AH!" Makoto realized the bag was gone, "The Dwarf Star thingy!"

"Heh heh heh…." Psyphon began to chuckle darkly as he stood up, picking up the bag as he grabbed the dwarf star, "So I'm not a threat, huh? Well...we'll see about that," he smirked, throwing the bag aside as he put the dwarf star on the front of his outfit, causing a star-yellow aura to engulf him as he began to laugh triumphantly, "Now allow me to demonstrate the power...of a dwarf star!"

"Oh, that can't be good," Ben noted before Makoto pulled him down, letting a star-yellow beam go over him and burn off the knot of his blindfold, letting it drop and give him an eyeful of Psyphon, "Yeah...Not good at all."

"So he got a new battery. It can't be that effective." Ragna spoke as he ran up and punched at Psyphon, who moved his hand in time to block it with a barrier made of the aura, "Son of a….BITCH!" he shouted as he was sent flying back.

"Such..._power…_" Psyphon whispered with a sadistic grin, looking at his flaming hand, "I may have to auction this as 'slightly used'...but if I can eliminate both Ben Tennyson and the Grim Reaper, it'll raise the price further…and it'll be worth it!" he added as he fired a star-yellow energy sphere at the trio.

"Scatter!" Makoto exclaimed as the trio got out of the way.

"NYA!" Tao freaked as she ducked down, letting the sphere miss, "Fin guy now scary guy, nya!"

"And to think; all this because of a car," Ben muttered before turning into Big Chill, "Too much sunlight makes you too hot to handle...so why not…" Big Chill inhaled deeply before releasing a blast of icy winds at Psyphon, "..._chill_?"

Psyphon merely smirked as he made a motion with his arms, creating a star-yellow shield as the winds hit it, causing them to evaporate.

"...Or you could do that…"

"Impressive force field, is it not?" Psyphon asked before suddenly vanishing.

"Wh-?" Big Chill began before Psyphon suddenly appeared before him and punched him, causing him to stagger before he was sent flying with an energy sphere.

"You know…" Psyphon began as he held his hands up, catching the thrown fist of both Makto and Ragna from behind before he spun around, throwing them both into separate piles of trash, "I'm beginning to have second thoughts on selling this dwarf star," he then vanished once more and reappeared before Big Chill, grabbing his leg as he swung him around before throwing him away, "If I keep it, I can conquer the universe...possibly even take down Lord Vilgax! ...Not that any of you will be alive to see that happen."

Big Chill tumbled along the floor before crashing into a broken car. He groaned as he got up and reverted back to Ben.

"Ugh...Better go with smarts over muscle," Ben noted as he turned into Brainstorm, _'Analysys...Psyphon: Empowered by a Dwarf Star. Current status from this empowerment: Capable of creating barriers, speed clocking at 9,000 miles per hour for both action and reaction, strength enhanced, multiple other factors that might form. Status of us: Outmatch in speed, defense, and power. Solution…'_ he tapped his emblem and turned back into Ben, who began to select another alien, "So glad Kajun tried messing with the Omnitrix yesterday."

"Kid...whatever you have planned..make it w-ack!" Ragna gagged when Psyphon picked him up by his neck.

"I think before I destroy Tennyson…" Psyphon began as he shot Ragna a dark grin, "I'll start with you, Grim Reaper...and I'll do it slowly..._and painfully_…"

"Nya! Get off good guy, nya!" Tao hissed as she pounced on Psyphon and began to gnaw at him...which did nothing to affect him aside from annoy him a little.

Ben smirked as he found the alien he wanted. When the core went up, he pushed down instead of slapping it. In a flash of green light, Ben was replaced with a strange looking orge-like humanoid. Its body was covered in yellow skin with small spike-like growths coming out of his arms. He wore a pair of black brief-like shorts while gunmetal-grey armor covered his waistband and his entire head and chest. Chains connected the two pieces of armor together on the front and in the back. The mask that shielded his face fully engulfed the entire head with a green and metal plate on the very top, making it resemble a large toe. Gunmetal pipes connected the helmet to the amorn on the upper half of his torso while the Omnitrix emblem laid in the center decorated in a green rune-like design. A pair of broken pale yellow/white horns emerged from the sides of the helmet while a grate sporting a lock on it was on the front of the helmet, allowing only a pair of glowing green eyes to be seen within. The rest of it...none could see.

"Ugh...who caught the number of that truck…?" Makoto groaned as she got up, the Beastkin noticing what was happening before noticing the alien Ben changed into, "...what…?"

"**Ḑò̶̧n̴'t.̢͢͏.̧͝͝.̧́͢l̶̀͘oo̵͠ḱ…"** the alien advised in a deep low, rasping voice, making Makoto tense as she quickly turned.

"Hmm?" Psyphon raised a brow as he looked over, noticing the symbol on the creature's body "...What is this? Some new attempt to beat me, Tennyson? Heh...Am I supposed to be impressed?" he smirked as he dropped Ragna.

"**̕͏͘No͞͠...̕͜͠mor̛e̵͜ ̷liķȩ̸͞...**_**afr̛a̷i̴͜͝d̸̢**_**."**

"?!" Tao's tail shot up at the voice before bouncing off Psyphon and fled, "NYA! SCARY~!"

"The hell is that?" Ragna questioned.

"No clue, but if Ben's being the one giving that kind of cryptic warning when he's normally blunt as a sledgehammer stuck in a tornado in a china shop…" Makoto noted, trailing off on purpose.

"...Know what? I think I will take care of you first instead, Tennyson," Psyphon smirked as he began to run up to him, only to skid to a halt when the grate on the alien's helmet loosened with a hiss of black smoke escaped from the opening of the lock.

Ben's new alien let out a raspy groan before the grates moved to the sides, the lock remaining on the left half. For a moment, nothing seemed to happen. And then...the screaming. To all in the area, the screams were filled with utter terror...sheer horror...absolute _despair_. It took a moment and Psyphon realized where it was coming from...it was coming from himself.

"No...No...St-Stay back...Oh no!" he screamed, stumbling back as his entire body actually lost all color, leaving him purely white with only his eyes remaining as they were, "NOOOOOOO! GET AWAY! GET AWAY FROM ME! G-GYAAAAAAAAAARGH!-!-!-!-!"

'_What is he doing to him?'_ Makoto and Ragna thought, keeping their eyes shut until a crunch was heard followed by Ben's Omnitrix timing out.

"Okay, you can look now!" Ben called.

"...The hell was that, kid?!" Ragna snapped as he opened his eyes, letting him see a passed out and foaming Psyphon laying on the ground, an indent of his face on the fridge in front of him.

"A new alien Kajun unlocked when she tried messing with the Omnitrix when I was sleeping yesterday," Ben explained as he removed the Dwarf Star from Psyphon's body, "The transformation woke me up and, well, I looked in the mirror and the mask opened. Next thing I remember, it was morning and I couldn't remember anything after looking in the mirror except the strong thought that I would never look in a mirror when I'm Toepick ever again."

"Toepick?" Makoto repeated, "...That's what you went with for that form? Given how afraid Psyphon sounded, I thought you'd go for something more...nightmare fuel-ish."

"It would have seem fitting…" Ragna admitted, lightly kicking Psyphon to see if he was alive.

"Eh. Couldn't think of anything else," Ben shrugged as he picked up the case containing the goldfish, "Anyway, Makoto, let's hurry and finish that delivery before Mr. Baumann bites my head off for 'being late with the delivery.'"

"Right. Now where do these go t-Huh…" Makot blinked twice, "Uh, Ragna? I think Tao bought these through you."

"What?" Ragna asked.

"Read the name of the receiver," Makoto informed.

"'Good guy,'" Ragna read, "...TAO!"

"Uh oh!" Tao's voice yelped as Ragna ran off.

"Hey, wait! You need to sign off on this, 'Good guy!'" Ben called, causing Ragna to skid to a halt.

"...D'oh...Fine!" Ragna groaned as he ran back, grabbing the offered pen and signed for it, "There. Happy?"

"Yep. Here's your bait for catching her," Ben replied as he handed him the goldfish before pulling Makoto away, "Now let's get out of here before we get wrapped up in another chase."

"Good idea…" Makoto agreed.

* * *

"Here's the last of it," Ben noted as he handed Mr. Baumann the pay he received, "Every last package safely delivered."

"Thank you, Ben. My car's completely fixed and you've worked off all the damage," Mr. Baumann noted, "And thank you for keeping an eye on him as well, Makoto."

"No prob, sir," Makoto nodded with a light salute.

"So...does this mean we're square?" Ben asked.

"Completely square," Mr. Baumann replied before frowning a bit, "At least...until the next time you wreck my car."

"Oh don't worry. That's n-"

"No," Makoto deadpanned as she covered his mouth, "No jinxing."

"How was I gonna jinx it?!" Ben complained as he moved her hand off.

"Because you nearly said the trigger for a jinx," Makoto replied before covering his mouth with her tail while turning to Mr. Baumann, "And, uh, just so this doesn't happen again...Might I suggest you call when the order is ready and someone that's not Ben will pick it up instead of having it delivered to the house?"

"An excellent idea," Mr. Baumann replied, "Now please take him away from here before something happens to my car…"

"Can do," Makoto replied as she pulled Ben away, "Come on, no invoking a jinx."

"Grr…"Ben frowned in annoyance as he was dragged away.

"Oh, behave," Makoto muttered as they turned a corner, "Still, good job out there."

"Thanks…" Ben said as Makoto removed her tail from his mouth, "Aside from Psyphon and a few of my villains showing up, that was an interesting adventure."

"Yup," Makoto nodded before taping her cheek a bit, "...Say, how long until it's Halloween?"

"I think a few weeks. Why?"

"Oh, just something I've been planning and with all the stuff we've been doing, I lost track of time,," Makoto replied.

"I'm very concerned," Ben blurted.

"I wasn't planning on asking you to use your scary aliens."

"You totally were, weren't you?"

"Nope," Makoto replied, "I'm gonna be making you scream so you can't be part of it."

"Mm-hmm…" he muttered, giving her a look.

"...Okay fine. I was thinking of a haunted house/costume party for Halloween, but I need some supplies and there's one place on Earth that sells REALLY good stuff for Halloween," Makoto explained, "And before you ask...it's out of town."

"Of course it does," Ben noted, "So what is this place called?"

"Amity Park."

* * *

_SZ: *grins widely*_

_Z0: He's excited_

_GT: Indeed he is._

_SZ: Aren't you guys?!_

_GT: A bit, yes._

_Z0: Touche good friend, touche. _

_SZ: Hai!_

_Z0: But that's all for this time friends, till next time. _

_GT: Please read and review!_

_Z0: Here come the Bob-ombs!_

_GT and SZ: Oh no._


	22. Going Ghost Pt 1

_SZ: *falls down from the ceiling, dressed in a pale white ninja-garb*behold...shadow ghost ninja!...It's almost the month of spookiness and costumes, so I must dress for the occasion, especially for this chapter!_

_Z0: *ground begins to shake before splitting open as blue light shines from the newly made fissure in the ground* For thousands of years I lay dormant! Who has distrubed my…Oh it's just my friends, sup. _

_SZ: Oh not much. Just getting ready for Hallows eve...and preparing to revist yet another classic show for this story._

_Z0: Neat...I need to repair the earth now...I tunneled a giant hole through the earth's crust._

_SZ:...*looks at the readers just as the area began to shake*We own nothing aside from original content._

_GT: *on the moon watching everything* Wow. ...So glad I left the planet. *sees it blow up* And there goes the studio._

* * *

"Why did I agree to this?" Tsubaki asked as she was jammed into the ProtoTruck with the others as Makoto somehow convinced Rook to let her drive this time. Which...was an issue for another day, but for now the issue was why she was taking them halfway across the country.

"Because you're needed to make sure we stay on track," Makoto replied before whispering, "Also could possibly find more teenage heroes for your little project."

"If you didn't use logic...I would not be allowing this…" she sighed.

"Heh heh…" Makoto smirked in victory as she leaned back into her seat. She then yelped as she was slapped across the back of her head with a paper fan, "Why~?"

"Sit up straight. Hands at 10 and 2," Tsubaki reminded.

"Mou…" Makoto pouted as she did so, "Killjoy…"

"Act your actual age…" Tsubaki sighed.

"So where are we going again?" Jenny asked as she poked her head up from her seat.

"Amity Park. It's supposed to have some primo stuff for Halloween," Ben replied.

"You're trying to scare us again, aren't you?" Tsubaki bluntly asked Makoto.

"What~? No ho…" Makoto laughed in response.

"You totally are, aren't you?" Mai deadpanned.

"Again with this, Makoto?" Noel sighed.

"She has tried to scare everyone before?" Rook asked.

"Honestly, the last time this happened, Makoto was the one who ended up frightened and Mai had impressions of Makoto's hands on her b…" Kajun began before Mai covered her mouth.

"Okay, moving on!" Mai demanded, her cheeks pink.

"So you've tried scaring your friends...but ended up scared yourself…" Ben spoke slowly, "You're a regular evil mastermind, aren't you…?"

"What? I like to joke around," Makoto argued, "...Just get surprised when it backfires on me at times is all…"

"Wow…"

"Oh what? Like a prank didn't backfire on you?" Makoto huffed.

"Yeah...when I was ten…" Ben smiled.

"D'oh…!"

"Well..hopefully we can have a nice and calm trip," Noel spoke...unaware that she might have possibly jinxed it.

* * *

"WOAH!" a figure screamed as they crashed...er phased through the wall, adjusting themselves midair as they skidded to a halt within the walls of a warehouse, "Seriously, Skulker? You pick now of all times to try and attack me?"

"Originally no, but…" a voice began as the wall suddenly exploded in green energy, an armored figure being seen within the dust cloud as they smirked, "Hunting you down will be a nice bonus."

"Oh that's just original…." he snarked with heavy sarcasm as they dodged a laser blast, "So what 'toy' do ya have ready for me this time? Ghost attack dog? Ecto-capture ball?"

"Tempting, but…" the armored figure began before a pair of missile pods appeared on their shoulders, "I prefer a little chase."

"Missiles? Really dude?" the first figure snarked as missiles were fired right at him, the figure becoming intangible as the missiles phased through him, "Nice try, b-"

"Look behind you."

"?" the figure raised a brow before looking over their shoulder, tensing as the missles headed straight towards him, "Oh shoot!"

"Chaser missiles; designed to hunt down any target, even if they become intangible," the armored figure smirked as the first figure flew up into the air to try and avoid the missiles, "You'll have to change back sometime, boy. And when you do, I'll be there to capture you."

"I hate when they somehow have something clever…" he groaned, flying away from the missiles before whispering to himself, "Okay think Danny...how can I get these off my back? They chase you specifically...somehow...how...it's times like this I'm glad I have a tech wiz best friend." he took out a cellphone as he flew back down and around in a circle to keep the missiles at a consistent space behind him, "Come on pick up...what can you be doing in the middle of the afternoon...I'm your best friend. This is literally the highlight of your day man…"

=Yo what's up man?=

"Oh thank god...Tuck, I'm dealing with Skulker and he has these new missiles designed to chase me. Any ideas on how I can get rid of them?"

=Hmm...Oh I know! Remember that web show we found last week?=

"You mean the one based on that old anime? Yeah wh...oh I get it. Thanks man."

=It's what I do~= he laughed =Now if you'll excuse me...I need to go to your place, get you the thermos you forgot to carry around and bring it to ya before you let Skulker get away...again=

"Do it once and you never let it live you down…" the figure muttered, putting his phone away before flying at the armored figure, the missiles hot on his tail.

"Really? This old tactic?You do realize I'm too smart to fall for…" the armored figure began before the first figure fired off green energy blast at the ground before him, "What?!" he grunted, shielding themselves from the resulting dustcloud as the figure flew behind him, the armored one looking up just as the dust cloud died down...and saw the missiles heading towards him, "...Clever boy…"

***BOOM!***

"I got it! I got it!" he called out as he caught Skulker's literal head, "This is still so weird…" he muttered as a tiny little green figure kicked its legs around in an attempt to get out of the head...which was more or less just a miniature cockpit.

"D'oh…! When I get a new body boy, you are gonna regret messing with the Ghost Zone's greatest hunter!" the green figure snapped as they tried to get out.

"Yeah yeah. That's what you always say after every time I kick your butt," the first figure rolled their eyes as they stepped out of the hole, letting the sunlight reveal who they were.

The figure was a teenager with snow-white short hair, their green eyes giving a light glow as they looked down at the little green figure. He wore a black jumpsuit with the gloves, boots, and collar a white-color with a stylized 'D' on the chest area. This was the hero of Amity Park and enemy of rogue ghost of the Ghost Zone; Danny Phantom.

"Phew...and here I was hoping for a normal Saturday…" Danny sighed as they leaned against the wall, "Well least now I can relax and help get things ready for Halloween...once I get Skulker back in the Ghost Zone...speaking of..." he picked up the small green figure just as they attempted to jump out of the cockpit, "What were you even doing before deciding to attack me? Are you someone's errand boy now?"

"Silence! Like I would tell you!"

"Yeah you're right. You probably don't even know anything useful anyway...like a typical goon." Danny taunted, dropping him back into the head as he closed one eye while watching him with the open one, waiting for him to crack due to the jab at his pride.

"Goon?! I am no goon!"

"Dude. You admitted you weren't originally gonna try and attack me earlier. Pretty sure that sounds like something a goon would say."

"SILENCE!"

"What? You gonna go 'fear me~!' next?" he went on, "Told ya, you don't know anything~" he taunted further in a sing-song tone.

"GRRR!"

"Well if you're gonna act like that…" Danny began as he held his free hand out, catching a thermos that was tossed to him before opening it, "I think some time in 'the hole' would do you some good."

"No no! Don't you d-!" the small figure began before he was suddenly sucked into it, "You'll regret this!"

"Yeah yeah…" Danny rolled his eyes as he closed the thermos, "Nice timing, Tuck," he looked over at an african-american teenager in glasses and a red-cap as they approached him, "Though what took ya so long in answering my call?"

"Dude, it's Saturday. I was busy." he countered, "You know how hard it is to get time to have Tucker time with all the shenanigans in our lives? I need '_me time_'man_._"

"Hey I needed seem me time too. Not my fault Skulker decided to attack me out of nowhere," Danny argued.

"That's practically every bad guy you go against," Tuck countered.

"Look. Let's go meet with Sam and we c-" Danny began before he noticed something flying over head, "?"

"...something up?"

"...I think Skulker hit me harder than I thought, because I just saw a flying truck fly by."

"...Flying truck?" Tuck repeated with a raised a brow. He looked up to see nothing, "Man you need a vacation…"

"...Maybe I do…" Danny admitted as his appearance changed, his hair becoming black while his outfit became a white and red shirt, blue jeans, and a pair of white shoes as the two walked off.

* * *

"Okay. Just to make sure everything is clear…" Tsubaki began as she looked at a list, "One group will focus on getting the costumes for the costume party and supplies needed for the haunted house portion of said mentioned party, and the other to focus on the supplies for the party."

"Who goes where?" Ben asked.

"I shall stay in the truck. I don't think I wish to experience shopping in human stores with Makoto again...not after last time." Rook spoke.

"Oh it wasn't that bad," Makoto argued.

"We are banned from 50 different locations in the state…" Rook argued.

"...Mai, you go with Ben and Makoto for the haunted house and costumes," Tsubaki sighed, "I'll tak Noel and Kajun for the party supplies."

"Wh-why me?!" Mai gawked.

"Because I need someone to keep an eye on those two to make sure we don't get banned from anymore stores."

"...Okay, fair point."

"Why those...Okay. No. Answered it before I finished it…" Ben sighed.

"Dang it…" Makoto pouted.

"What can I do?" Jenny asked.

"Mayhapes stay with Mai and her group for now," Kajun suggested before pulling out a teal bracelet with a heart-shaped jewel on the center trimmed in cyan, "Plus it'll give you time to test this out."

"Hmm?" Jenny blinked as Kajun handed it to her, "What is it?"

"Put it on and press the 'jewel' on it."

Jenny blinked at that before she put the bracelet on and pressed the small 'jewel' on it. A quick flash went off as her appearance changed into that of a human girl in a blue blouse and skirt, almost similar to her regular outfit. Her hair was still the light blue/teal, but not made of metal.

"?! I...I'm human?!"

"Oh no. I just reverse engineered the DNA Mask and its prototype to make something for you. A bit of hard-light technology to mask how you look, though you won't be able to eat or drink anything that isn't edible for robots," Kajun replied, "Just simply tap the 'jewel' again, and you'll change back to normal. Think of this as...your secret identity before going into battle."

"..." Jenny quickly hugged her, "Oh, you are just the bee's knees, Kajun!"

"I'm glad you enjoy it," Kajun smiled as she returned the hug, "Now go on. I believe you and Mai's group have some task to complete."

"Can do!" Jenny beamed, releasing the hug as she ran over to Mai, Ben, and Makoto just as they were leaving.

"...That was really sweet of you to do that, Kajun," Noel spoke as she looked at the female scientist of the group.

"At least this will provide some nice data on her adjusting to the modern time we're in," Kajun noted to herself, a tablet in hand and typing away on it.

"I think she might be too busy to hear…" Tsubaki sweatdropped, "...Kajun, why don't you stay here with Rook? We'll contact you if anything comes up."

"...Very well then."

"Ah, that is good," Rook noted.

* * *

"Seriously? You still haven't found a costume?" Danny raised a brow as he and Tucker were in a costume store of sorts.

"What? Halloween is coming up and I need to pick out something perfect," Tucker argued, "Besides, what do ya think I was doing when ya called?"

"Geeking over the articles on that new 'WeU' console that's coming out in November," Danny replied, "Either that or playing Black 2 or White 2."

"First, it's pronounced 'Wii U,' not 'We' and 'U,'" Tucker replied, "Second, I need to find the perfect costume that makes me look cool for the ladies. People are coming in from out of town, so you know some cute girls are bound to show up."

"Please tell me you don't have anymore _Foley_ by Tucker Foley with you," Danny deadpanned.

"...m-" Tucker began before the doors open.

"Holy...look at all these costumes!" Makoto's voice awed.

"No kidding. Not even Tremorton had this many costumes available back in Halloween," Jenny's voice noted, "Jumpin' jiminy, I don't even know anything here."

"Let's try and not take too long," Mai's voice suggested, "Ben left to go check for a Mr. Smoothy's, so let's try and not keep him waiting."

"A what?" Danny whispered.

"New smoothie place. Will make any flavor combination that's on their menu with the price depending on the size of the cup and the amount of flavors," Tucker explained, "And sounds like some girls are here from out of town."

"Sounds like it...and this Ben guy is probably the boyfriend to one of them."

"Not my...sorry force of habit," Makoto's voice whispered.

"With good hearing apparently," Danny continued.

"...Please let them be cute…" Tucker quietly whispered to himself as he looked from behind the clothes racket he and Danny were behind...and soon pulled back after getting a good look at the three, "Please let one of them be single…!"

Danny rolled his eyes, "Just don't spray that stuff, Tucker. Last time you worked on it, you smelled like moldy bread and dad's unwashed jumpsuits."

"Hopefully with any luck, I won't need it," Tucker smirked, fixing the collar of his shirt a bit before walking off.

"...Sam, be ready," Danny called out to someone behind a nearby clothes racket.

"Tucker trying to hit on another girl?" a female voice asked from behind it.

"Three of 'em...from out of town."

"Oh this should be good…" the voice deadpanned.

"Ooh! This looks cute," Makoto noted, pulling out a white and light-blue dress with a pair of matching colored squirrel ears, "I can dye my tail to go with this and I can be a Pachirisu gal."

"I'm surprised you didn't go with something more...revealing," Mai admitted.

"Pretty sure if I did, Tsubaki would smack me with something harder than a paper fan..like a wooden sandal or a hammer that goes 'piko' when you get bopped by it," Makoto stated.

"...Okay good point," Mai muttered before looking at Jenny, who was looking at her own clothing and the outfits, "...Something up?"

"Well…" Jenny rubbed her arm sheepishly, "It's just…."

"...Oh I get it…" Makoto realized before whispering to her, "This is your first time buying actual clothing, isn't it?"

"...Even if it's a costume...yeah…" Jenny admitted with a whisper, "Plus...well, I'm not sure if I can change my outfit given...well…"

"I…" Mai began before she got a text on her phone, "Hmm?" she blinked as she pulled her phone out.

_**=It won't affect her normal appearance, so she can change her outfit and wear whatever she wants. Kajun=**_

"..." Mai quickly typed _**=You put a camera in her bracelet, didn't you? Mai=**_

_**=I am ashamed you assume that of me. Kajun=**_

_**=(raised brow of disbelief) Mai=**_

_**=...I may have looked through your Plumbers Badge for a quick check up on Jennifer… Kajin=**_

_**=Of course. Mai=**_ Mai typed before speaking, "Kajun says you're good for changing clothes, Jenny."

"Great! ...Um, can you tell me about some of these, though?" Jenny asked as she held up a hockey mask and machete, "Like why a hockey mask and a plastic machete is a costume?"

"Ah ah hah...that…yeah…" Makoto nervously chuckled, lightly picking the hockey mask and machete out of her hands before gently putting them back, "Afraid if we told you, you'd get nightmares after watching the movies that costume is based on…"

Jenny raised a brow at that, "Okay…" she held up another mask, "And this one?"

"That's Michael Myers," Mai noted, "That film series is, well...confusing. It keeps retconning."

"Ret...conning?" Jenny repeated.

"Overwriting old material to make it more interesting meo or less," Makoto explained...while taking the mask from her, "And how's about we find you something less…horror-movie themed...okay?"

"You just don't want to be spooked by her wearing something like Edward Scissorhands or Pennywise the Dancing Clown," Mai deadpanned.

"How are clowns scary?" Jenny asked, scratching her head in confusion.

"Unless you watch 'IT' or read the Batman comics by DC, you'll see why," Makoto quickly replied.

"...uh...noted," Jenny muttered in confusion.

"...Maybe we sh-" Mai began.

"Hello ladies…" the three looked over to see Tucker looking at them, a confident smirk on his face as he leaned against a clothes racket, "Mind if I help you three out?" he nearly lost his composure when the hangers holding some of the outfits moved, making him almost trip before quickly recovering.

"I guess even the workers here wear costumes as uniforms," Jenny noted, "Jumpin' jiminy, stores have gotten strange."

"Ahh...a fan of the classic 1920's style of speech, eh?" Tucker noted with a grin, "Well ain't that just the bee's knees."

"Oh? You sp-"

"Hey, Jen. How about this if it's not too on the nose?" Makoto spoke as she pulled out a female armored robot costume, "Might modify it a bit, but it's the Nobel Gundam from G Gundam...actually come to think of it, I've heard there's a new Gundam series coming out next year based on customizing."

"Gundam?"Jenny repeated.

"Wait...You know about Gundam?" Tucker asked as he looked at Makoto.

"Uh duh! Only one of the best mecha shows out there, especially G Gundam!"

"...Excuse me," Tucker said as he turned around and looked up at the ceiling while putting his hands together, "Thank you god…."

"...Uh it does seem nice," Jenny spoke as she looked at the costume, "Though it seems a bit more like a school-girl honestly…hmm...oh!" she grabbed one of the hanging costumes, "You think Noel would like this Eevee one?"

"Probably," Makoto replied with a shrug, "Let's keep searching to see what we can find."

"Good idea," Mai nodded.

"...But what about him?" Jenny asked, motioning to Tucker as he was muttering something.

"Eh. He seems busy with something," Makoto shrugged.

"Okay, Tuck...play it cool," Tucker whispered to himself, unaware of the girls walking away, "Not everyday you meet a bunch of cute girls, one being a fan of mecha-anime. Just play it cool," he turned around, "Just play it co-and they're gone."

"Wow. He didn't get slapped this time," Danny noted.

"Or get verbally abused," a girl with her short raven hair pulled into a small ponytail added, sporting a web-themed black skirt, purple leggings, black combat boots, and a black tee with a purple dot on the chest.

"True, Sam. Very true," Danny agreed.

"So close…" Tucker groaned, hanging his head before shaking his head, "No way...I ain't giving up. Next time I see those girls, I'll be ready."

"Always a trooper, that one," Sam deadpanned, rolling her eyes.

"Agreed," Danny added.

* * *

"Come on... Where is it…?" Ben muttered as he looked around the area, "There has to be a Mr. Smoothy's here…Ugh. I knew I should've studied a map of the town before we got here, but oh no. Makoto wanted to get to this place as fast as possible...I should've asked Tsubaki or Kajun to print a map of this place." he groaned, "I bet I could find it from the air…" he muttered looking down at the Omnitrix, "Eh I'm sure one quick change won't hurt. But who to change too...Big chill. Out of sight...out of mind," he smirked, selecting said alien before pressing down on the symbol.

* * *

"Brr~!" Danny shivered, a light wisp of air escaping his mouth, "That's...new..and cold."

"Oh no…" Tucker sighed, "No...No...that's not fair...two in one day?"

"Must be a new one," Sam guessed as she looked at a lightly shivering Danny.

"Maybe...you two stay here. I'll contact ya if something comes up," Danny stated, looking around as he quickly rushed out of the stare.

"Hmm..what about this one?" Mai suggested, she and her friends on the other side of ths store as she held up a costume.

"Oh that's…" Jenny began.

"Uh girls?" Makoto spoke, earning Mai and Jenny's attention, "I think something's come up…"

"...of course…" Mai sighed.

Outside the store, Danny quickly rushed into a nearby ally, taking a quick look around as he leaned against the wall.

"Okay..no one in sight…" Danny whispered before declaring, "I'm goin' Ghost!"

With that a flash of light formed from the center of his body as it formed a ring around him. The ring split into two as they went up and down, as they did it seemed to cover him in his black suit from before. Once the ring reached his head, his hair turned white and his eyes flashed green. He then crouched down before taking off into the air, leavign a small dust cloud in his wake.

* * *

"Ahh...there we go," Big chill sighed in content, sipping his smoothie as he floated in the air, "Huh...Pumpkin spice has a bit of a kick to it...not bad." he mused taking another sip, "I'd question why the clerk didn't flinch at Big Chill...but this is so good, I don't even care. May eve-"

"*whistles!* Hey!"

"...ah geez…" Big Chill groaned as he turned, seeing what looked like a white-haired teen in a jumpsuit flying towards him, "...uh, can I help you?"

"Yeah. You can help me by...uh…" Danny began, looking at big Chill in confusion, "...What kind of ghost are you? Someone in a Mothra costume that ended up passing in a paint factory, or a moth that got caught in the snowstorm?"

"Ghost?" he blinked, "I might look like a ghost to you buddy, but I'm not dead…" he countered taking another sip, "I'm just here for a drink, so...wait. What are you supposed to be anyway? And what's the deal with no way to hide your face...oh wait. Do you do the whole 'no secret Identity' thing...Bold. I respect that."

"...Okay first off. I do have a secret identity and choose to hide it," Danny countered.

"So you also shapeshift?" he asked, taking another sip despite it sounding like he had already run out.

"...somewhat, b-" Danny began before shaking his head, "What am I even doing? I'm having a conversation with some weird moth ghost."

"I'm not a ghost…" Big Chill spoke up again as he floated back up with another smoothie, "I'm actually an alien...though given your thick skull, you're going to not buy it in 3...2..1…" he pointed at Danny.

"Alien? Okay...ghost I believe, but aliens? Yeah..not buying it," Danny shook his head before he pulled the thermos out, "And since you're being so casual, might as well escort you back to the Ghost Zone with no trouble."

"Don't know what that is...but I keep telling you I'm not a ghost." he replied, taking another sip of a third Smoothie he somehow got his clawed hands on.

"Yeah well tell it to the thermos," Danny counted, opening it as he aimed it at him...only..nothing happened, "...huh?"

"What? Run out of soup?" Big Chill quipped as he held up a 4th Smoothie, "Want one…? Benefits of ice powers...they never melt."

"...hold on…" Danny muttered as he shook the thermos a bit, "What's up with this? Normally it works on ghost…"

"Again..not a…" Big Chill began before a crash was heard, "...so much for a relaxing trip."

"Huh?" Danny blinked.

"Let's put a pin in this whole 'I'm not a ghost chat'...I got work to do, people to save and a life to get back to." Big chill spoke as he turned away and flew off, "Huh. Ghosts exist...I'd be shocked but...Ghostfreak…" he rambled to himself.

"What...hey...hey! I'm not finished with ya!" Danny argued as he flew after him.

"Feels pretty finished to me buddy." he quipped back.

* * *

"...I've heard about a Zombozo in lock up, but…" Tsubaki whispered, hiding behind a corner with a shivering Noel as Zombozo had a group of people tied up, "Did not imagine him to be this…"

"C...c...creepy...z...zombie…." Noel shivered in fright, her guns rattling a bit in her hands.

"Oh now is not the time Noel…" Tsubaki sighed.

"Well you are a wonderful audience folks, your tips are taken with respect." Zombozo bowed, "Now...onto other matters." he chuckled. "If someone can direct me to the nearest haunted castle, I…"

"Freeze!" Tsubaki shouted as she moved out of the corner, her word and shield out as Noel nervously poked out, "Don't move."

"Ah...I've heard of you two. You're part of Ben's little entourage," Zombozo noted as he pulled out a gift box, "Here. For you lovely ladies…" he smirked as he lightly tossed the box at them.

Tsubaki and Noel tensed as the box landed in front of them, giving a light ticking sound as the two braced for it to suddenly explode. After a few moments...no explosion came, making the two sigh in relief.

"Honestly th-" Tsubaki began before the box opened, revealing a stuffed...patched up zombie panda, "?!"

"AH!" both girls cried in shock, jumping back in fear, Tsubaki especially as she immediately got into a defensive stance.

"Ahahahaha!" Zombozo laughed, kicking his legs before the box was frozen over, "Oh no…"

"Oh...yes…" Big Chill smirked floating down, "I almost had a gut feeling it be you…" he smirked letting his wings wrap around him, "Well now I get to enjoy this trip a little more." he spoke finish the smoothie still in his hand, "So what're you doing here, Zombozo?"

"Do you really care or are you just making small talk?" Zombozo countered.

"Eh not really. But I need my daily fill of stupidity to make me laugh." Big chill countered, "What...another brain heist...or have you downgraded to kidneys? Oh no wait...your here to steal a rare Clown painting that looks almost like you...but handsomer!" he went on, "No no...something more stupid like 'Steal an entire haunted castle!'"

"Tempting on all of those, and partially true on that last one," Zombozo countered with a smirk, "Ever hear of the Ghost Zone?"

"Recently…" he muttered, "Oh...I probably should not have ditched the floating kid who looked like a skinny Ragna in all black…"

"Beg pardon?" Zombozo raised a brow before Danny landed behind him.

"Okay! You have to…" Danny began as he pointed at Big Chill...before taking notice of Zombozo, "Gh?!"

"Boo!" he laughed, making him stumble back, "Not exactly braveheart is he…"

"I bet literal Zombie clowns are new to him." Big Chill argued, "His Dead guys don't have rotting corporeal bodies."

"It's a fine musk thank you." Zombozo countered.

"Yeah, yeah whatever, now can we get to the kicking of your butt, and putting you back in jail now?" Big Chill spoke, opening his wings as he coated his hands in ice formed into spiked maces.

"...Charming, but you may want to help your two lady friends over there," Zombozo smirked.

"Huh?" Big Chill blinked before looking over at Tsubaki and Noel...the former shaking as she nervously aimed at the panda doll.

"K...K...keep away you vile hellspawn of black and white…" Tsubaki whispered.

"Seriously…" Big chill spoke, looking at them, "Ugh…" he groaned, unfreezing his hands as he slapped the Omnitrix getting Danny's attention, "It's times like this...your lucky I kinda like turning into Ditto!" said tiny alien spoke as he multiplied several fold, a battalion of them carrying the box away while another small team carried the girls off, leaving a good dozen left to face Zombozo.

"...how'd you do that?" Danny asked before shaking his head, "Nevermind. I can tell this guy is bad news, s-"

"Oh I would not recommend touching or his box," Zombozo spoke with a chuckle, "He doesn't like his bubble invaded."

"Mr. Wuggles? Who names…" one Ditto began before the box began to shake violently, "...oh that can't be good...hey four, mind looking inside?"

"Oh no...not me! Not after last time!"

"I know...let's just toss this thing in that convenient wood chipper…" one of the Ditto's spoke in a lazy tone.

"We might need a big one then," one ditto pointed out.

"Huh? Wh-" one Ditto began before the box suddenly exploded, the zombie panda doll now as big as a regular bear...razor sharp claws and teeth included, "Nevermind!"

"That is definitely nightmare fuel!"

"Why thank you! My finest work yet!" Zombozo laughed as he ran off, "Toodles~!"

"...yeah I don't think so," Danny frowned as he flew after him, "You take care of the panda! I got this guy!"

"Oh sure! Leave us with this thing!" one of the Dittos complained before they were all sent flying from a swipe from Mr. Wuggles.

"And here the girls are totally useless...which is something I never thought I'd say because they are so productive and helpful!" another Ditto complained.

"Tsubaki! Noel! Snap out of it!" one Ditto panicked as he jumped up and slapped them both across the face as hard as he could.

"'Scuse me…" one Ditto spoke taking Tsubaki's badge from her pocket, "Hey Makoto...yeah we need help...Zombozo...yeah again...no...this time he brought a...and I kid you not, Zombie Panda bear of horror...yeah its named Mr. Wuggles...well Tsubaki and Noel are kinda not helpful right now!"

* * *

"Wait really?!" Makoto asked with a mischievous smirk that promised teasing later, "Ah... Well, I'd love to help but a crowd of scared folks is making that kinda hard."

=D'oh!=

"Just turn into something bigger."

=So...just throw caution to the wind and Step on it at Way Big!=

"Huh!? No wait...you can't use that unless I'm there to see it and geek out! Ben! No...don't you dare! Mou…"

=Sorry the person your trying to complain to has thrown caution to the wind and is doing something stupid! Please leave a message after the Hero time. HERO TIME!=

"Oh you cheeky jerk…" Makoto growled.

* * *

"Grimlock...Aw man~ Grimlock never get what Grimlock want..." Grimlock groaned as Mr Wuggles kept punching his metal body to little effect, "Hey Wuggles...wanna see a trick?" he asked as he punched both hands into the ground letting them transform into legs as his body folded and moved up slightly as his T-Rex head folded forward and completed itself as he became his Tyrannosaurus Alternate mode, Gimlock lowered his head and roared sending the monster falling on its rear as Grimlock stood over it, "BURN!" he roared unleashing jets of fire, engulfing it in fire as the bear roared.

"...I heard the phrase 'kill it with fire', but not taken literally," Danny whispered, noticing the fight real quick before ducking under a water balloon, "...really? Water ba-" he heard a hissing noise, making him turn to see the water...was really acid as it ate away at a shelf of items, "?!"

"Come on Junior first time facing a super villain?" Zombozo taunted as he jumped away gaining more distance, "I might be undead but I'm not about to let some new kid take me in." he laughed pulling out a cannon from...god knows where as he pulled a string and it fired a pie which exploded as soon as it hit something.

"Gah! Uh no. Used to fighting villains and evil ghost...just not zombie clowns!" Danny argued, quickly ducking under another fired pie as he fired a blast of green energy from his hands.

Zombozo jumped back as the blast hit his cannon making it explode. Zombozo pulled a rubber chicken from his sleeves which he began swinging around like a pair of nunchucks. Danny stopped for a moment to question the sanity of this guy, but this was a mistake as Zombozo tossed it as it stiffened in the air and stabbed into the ground next to Danny like a spear.

"Whoa!" he jumped, "This is getting crazy…" he muttered.

"Come on boy! I'm not here on vacation to mess around you know," Zombozo taunted as he stabbed at him again, only to miss as Danny jumped back, "...oh who am I kidding? Of course I am!"

"Dude you are nuts!"

"I'm a zombie clown...what did you expect?" Zombozo argued making him blink, "You...really aren't used to Super villains are ya kid...always expecting an excuse like that ain't realistic...some of us just love this bit!"

"You know you're kinda right…" Danny muttered, letting the next swing of Zombozo's rubber chicken go right through his intangible body, "And I keep forgetting...I'm a ghost." he smirked forming an energy sphere in his hands.

"Now this is why I don't like kids…" Zombozo spoke as he was blasted and sent flying into a shelf, knocking the items on it off and piled on top of him.

"And again dude...you are nuts," Danny simply countered, "Now to send you back to...uh…" he looked over at Grimlock..who was now stomping on the ashes that used to be Mr. Wuggles, "What do we do about this guy?"

"Call police…" Grimlock explained as he wiped his feet on someone's car, "Crazy Zombie Clown? Yes! Still human...sadly still yes."

"Pretty sure they'd freak out if they see he's a zombie!" Danny argued, _'And this is from someone who fights ghosts for a living..'_

"Isn't ghost boy also ghost? So...also dead?" Grimlock argued giving Danny a look that read 'As if you should talk' on his Tyrannosaurs face.

"It's...complicated," Danny sighed.

"Oh...Grimlock know complicated...this no complicated...this just regular Saturday...maybe also a Tuesday...but that regardless." he spoke walking over and...chomping and what Danny assumed was Eating the pile that held Zombozo, however after a moment he spit up a steaming ball of molten material that kept him trapped within.

"Ugh...again with the Dinosaur spitball Ben...really now? This is as Cliche as the time you webbed me up in a giant spider web with the words 'Doofus' written in the web and pointed at me…" Zombozo groaned.

"This coming…" Grimlock began before he timed out, changing back into Ben, "This coming from the guy who thinks the 'IT' movies are funny."

"They are comedy gold I'm telling you...that writer is ahead of his comedic time!" Zombozo laughed.

"Whatever you say, discount Pennywise…" Ben groaned before he kicked the ball over tilting it upside down.

"How…" Danny blinked realizing that all the monsters just turned into a guy who looked about the same age as him.

"Told ya...Aliens." Ben smiled, "Hey...Tsubaki...Noel...you can calm down now...its gone...like goner then gone!"

"...Are you sure?" Tsubaki asked once she poked her head out of a corner.

"That answer your question?" Ben said as he pointed at the ash pile, "Want me to turn back into Grimlock...pretty sure I could do a Dinosaur scale jig on the ashes to prove a point."

"No no. Y-you're good," Noel spoke as she poked out next.

"Good. Y-" Ben began before Tsubaki walked past him and began to stomp on the ashes.

"Die! Die you horrid abomination of furry evil!" Tsubaki snapped.

"I can't explain that…" Ben turned to Danny, "Believe it or not, she's the sensible one on my team."

"She really doesn't like pandas…" Noel added, "Like..._Really_ doesn't like them…"

"...I can tell," Danny muttered, looking at Tsubaki now practically jumping on the ashes to 'further kill' what they used to be.

"Okay that's enough…" Ben sighed as he walked over and picked Tsubaki up by her waist and dragged her away, "Your making a scene and that's normally my job!"

"Ah...r...right...right...sorry…" Tsubaki whispered as she panted heavily, "Just...did not expect him to do that."

"Well that makes two of us." Ben chuckled.

"...I think I might've jinxed it before we arrived here…" Noel whispered to herself as she followed the two.

"...Wait. Guy that changes into aliens...where have I heard that before?" Danny pondered before his phone rang, prompting him to answer, "Yo."

=You catch the ghost yet?= Tucker asked.

"Well...kinda…only he's not a ghost..." Danny replied, 'He's more of a zombie clown...thing."

=...I'm sorry...zombie clown?= Sam repeated.

"Yep….Zombie Clown."

=Cool=

"Sam…"

=I'm sorry but you mean zombie zombie…= Tucker spoke up.

"I don't bite people...I'm not that sick!" Zombozo muffeldly shouted, his face in the floor due to the position of the ball.

"That's not the weirdest thing that happened," Danny added, choosing to ignore Zombozo right now, "That feeling I had earlier? Well I found the source, but...what was odd that it felt like a ghost, but it wasn't."

=Huh?=

"Then when I caught up to him while he was fighting said mentioned zombie clown, he change into this small guy who split into multiple copies of himself, then he changed into this transforming robot that changes into a T-Rex."

=...Danny are you….= Sam began in concern.

=Did they all have some weird symbol on their chest?= Tucker instantly asked.

"Not weird, it's a badge for space cops." Ben spoke up, poking his head back in real quick.

"He has sharp ears for these things…" Noel explained, poking in with him.

=...Badge for sp…= Tucker began before it dawned on him =...dude, do you know who that was?!=

"Should I?"

=I told you he wasn't smart…= Sam spoke up.

"Hey…"

=Where are you man?!= Tucker demanded.

"Party store, but what d-"

=He already left…= Sam sighed.

"Wait left...why did he...oh geez!" he panicked as Tucker ran in with a huff.

"Where...where is he?" he panted, putting his hand on his Superhero best friend to support himself.

"I...think he already left." Danny pointed.

"Ah man…" he groaned, "Dude, don't you know anything...that was a Real Superhero!"

"Hey...I'm a superhero…" Danny argued.

"Yeah but he's globally famous!" Tucker argued, "He does the whole cool no secret identity celebrity thing...you won't even tell the town just to get some popularity…" he looked at the door, "He went that way...I can smell the popularity…" he spoke running off after him, "Wait...Ben 10!"

"...He calls himself 'Ben 10'?" Danny raised a brow as he ran after him.

"Danny Phantom…" Sam argued appearing next.

"Oh geez!" he jumped in shock, "Don't do that!...Wait. What's wrong with...oh don't start that with me."

"Just saying...your still using the same name…" Sam shrugged, "So do you really have room to talk about his hero name?"

"...Okay fair point."

* * *

"Okay…" Rook began with a sigh, the others having regrouped with him and Kajun, "Who did the jinxing this time?... Ben? Makoto?"

"She/He did it." both pointed at one another in pure reflex.

"A...actually...I think it was me," Noel spoke, meekly raising a hand.

"She/He did it." Makoto and Ben blamed one another out of desire to defend their meek friend.

"I had a feeling this wouldn't be a normal trip…" Mai sighed.

"I think this _IS_ normal for us." Makoto argued.

"Meh...same old same old…" Ben shrugged, "Oh, and found out that ghosts are real and a thing her."

"Hmm?" Kajun raised a brow, looking up from her tablet for a moment.

"I'm sorry…?" Tsubaki asked.

"Wha…." Noel gasped out slowly.

"Wait Ghosts are real!?" Makoto shouted, already behind Mai.

"Yeah..." Ben nodded, "This town has a ghost superhero. I mean he has to be. He claims he deals with a place called the Ghost Zone...and Ghostfreak was kinda a ghost so...I believe it."

'_Stop it! Stop it! Stop it! Stop it!' _Mai mentally begged, Makoto's hands already on her chest as she shook.

"I mean from how he acted, ghosts are probably more annoying to him by now. So I figure he's got this whole ghost superhero thing down." Ben went on, as he fiddled with the Omnitrix for a bit, "Also weird thing...the Omnitrix has been acting funny since I met him. I can only dial up the more scary aliens for some reason."

"I got her…" Jenny sighed as she took Mai's place as Makoto's fear hug-pillow.

"...Hmm...maybe w-"

"BEN 10!" a voice screamed excitedly.

"Tuck, calm down before ya cause a scene...again!"

"You're asking for a Miracle…"

"Sam, you are not helping!"

"That's kinda the point."

"I can smell celebrity…" Tucker spoke as he skidded over from a corner in the street, rapidly looking around before noticing Ben and his group, "?!"

"These are not the heroes you're looking for…" Makoto attempted as she held her hand up and waved to the side slightly.

"...Really Makoto?" Ben deadpanned, "Jedi mind trick?"

"What?"

"...Wait. Wasn't he at the costume store?" Mai asked upon seeing him.

"Ah….." Tucker gasped.

"Was he?" Makoto blinked.

"Oh, did we forget to pay for something or did we forget something and he came to tell us we did?" Noel pondered.

"Ugh...Seriously Tucker, you should try out for Track when you're motivated like this…" Danny panted as he and Sam caught up to him, "...Tuck. …Tuck?"

"I think he broke…" Sam noted, waving a hand in front of Tucker's face.

"I think that your friend is...unconscious," Rook spoke, making Danny and Sam jump and turn to him.

"...Let me guess…alien?" Danny cautiously asked.

"That is correct."

"Not what I was expecting. Too fluffy," Sam muttered in disappointment.

"I was under the impression people liked this...Fluffiness." Rook spoke.

"It depends on who or what is fluffy, Rook," Ben explained

"Humans make no sense." Rook replied simply.

"We really don't!" Ben laughed shaking his head.

"...Hey, I remember you now…" Danny spoke once he got a good look at Ben, "Didn't that Harangue guy make a report about you?"

"...Whatever he said, I…"

"Don't worry. It was clear he was avoiding certain facts," Danny stated, "Also...heh, can kinda relate on people really not liking you."

"Oh thank god…" Ben sighed.

"Told ya not to pay the jerk no mind." Makoto argued.

"Like you're one to talk?" Ben deadpanned.

"What…?" Makoto began before recalling her first time she saw Harangue's 'report,' "...Okay, fair point."

"But I think we got enough small talk…" Danny spoke as he changed back to normal, "We…"

"Interesting."

"OH GEEZ!" Danny jumped as Kajun was instantly before him.

"You don't have any devices or the like to transform, and yet you're able to change between this and what I assumed was your Ghost Form," Kajun noted, already writing down notes as she examined him, "Interesting indeed…"

"...Kajun, no…" Tsubaki instantly spoke.

"Kajun yes."

***CLANG!***

"S-sorry…" Noel whispered as she looked down at a knocked-out Kajun, a steaming bump on her head as the shy blonde held a frying pan.

"What just...and…" Danny began.

"Welcome to our lives," Ben sighed.

* * *

Meanwhile, outside of town stood a fairly large mansion, a sorta eerie green light coming from one of the windows. Inside, a figure stood as they stared up at the large computer, their cape billowing a bit.

"...Where is Skulker?" he groaned, "He can't have...ugh...nevermind I know what happened." a green portal appeared behind them as Skulker walked out, donned in a new suit as the portal closed behind him, "...speaking of whom…"

"I got what you wanted…" Skulker stated, reaching into his pocket and pulling out a USB drive, "Honestly this is a waste of my skills...why didn't you hire that idiot Technus instead?"

"Because that's what Daniel would've expected. That, and there's a chance he would've blabbed," the figure replied as they took the USB drive.

"...and that clown you brought in from out of town?"

"Well I needed someone to play as a distraction, even if I had to pay him in...ugh, brains," the figure shuddered in disgust as he slotted the drive into the computer, "Still he did his part, especially now that I know Ben Tennyson is in town." They then held up a finger, "Do not think about it, Skulker. He has been hunted by worse, so you wouldn't be any different to him."

"What does that mean?" he complained.

"I mean that unlike young Danniel...Ben Tennyson has had five years of experience, and has faced as many diverse threats as there comes...You'd not like the results." he smirked, "Besides...don't you already have your preferred pray?"

"...I do…"

"Good. Then why not go back home and contemplate your next plan on capturing him?" the figure suggested as he waved him off, "I need to focus on my little experiment here."

"Are you sure it's wise to mess with things from _that _section of the Ghost Zone?" Skulker asked.

"Oh don't you worry about it...It's perfectly under control," he laughed, "And well worth..._all_ the risk."

* * *

"So let me see if I got this right...you found a watch that fell from space back from when you were ten?" Danny asked, pointing at Ben.

"Yup," Ben replied.

"Since then you've been using it to fight off a bunch of bad guys both from Earth and from space…"

"Oh yeah."

"You're also part of this intergalactic police force called the Plumbers…."

"Correct," Rook chimed in with a nod.

"And those five girls with you are your apprentices...and are all from a bad future while Jenny there is in actuality a robot from the 1920s…"

"That's right."

"And you guys...this crack team of Warriors from across time and space cops came to this town...just for party supplies?" Sam chimed in with her rough summary of why they came to Amity Park.

"My idea," Makoto spoke up, "I heard Amity Park sold some primo stuff for Halloween…though we did _not _expect there to be actual ghost here."

"Or a half Ghost hero boy," Noel added.

"Hey. I never knew aliens existed before today, so we both learned something out of today," Danny admitted with a shrug.

"I'm still freaking out!" Tucker proudly declared in excitement, "Danny, I am so jealous you got to fight alongside Ben 10...and I wasn't even there to see it!"

"Pretty sure if you were, you'd have nightmares for weeks after seeing Mr. Wuggles."

"Burn in whatever pit you were sent to, Mr. Wuggles…" Tsubaki spoke, shaking at the memory, "Vile bear of monochrome evil…"

"I like her," Sam smiled, hearing all that.

"As charming as it is to make small talk, I think we should bring up the elephant in the room," Makoto spoke, "Said elephant being Zombozo."

"Isn't he one of Ben's villains?" Jenny asked, "What was he doing here?"

"Don't know...He mentioned something about a haunted castle or something and this 'Ghost Zone' place Danny mentioned when we first met," Ben shrugged.

"Haunted castle?" Danny repeated.

"Beats me. For once in his, er...afterlife...Zombozo was cryptic. And this is a man who blabbed all about his power as an 'emotional energy vampire,'" Ben admitted.

"Given how nuts he was, that I can believe," Danny agreed, "As for why he wanted the Ghost Zone...If I had to guess, he wanted something to produce more nightmare fuel."

"I think the bigger subject is how does he know about the Ghost Zone," Sam spoke.

"...Good point," Ben noted, "I mean this is the first time he's ever mentioned it, meaning he must've learned about it recently...question is from who."

"Maybe one of Danny's villains?" Mai suggested.

"But aren't all of them ghosts you tend to catch before they can even get out of your town?" Makoto asked, "Last we saw Zombie the Clown was back in Bellwood...and we flew a good distance to get here…"

"...I think I know one guy who might've told him," Danny spoke with a frowned, "Vlad Plasmius."

"Who?"

"Vlad Plasmius, otherwise known as Vlad Masters," Tucker spoke up, pulling out his phone as he showed a picture of a man in a black business suit, his slicked back silver-white hair pulled into a ponytail, "To put it simply, he's the 'Green Goblin' to Danny's 'Spiderman.'"

"Oh…" Ben and Makoto said, understanding that.

"Huh?" the other questioned.

"We'll explain later…" they waved them off.

"Point is Plasmius is bad news," Danny stated, "And if he told Zombozo about the Ghost Zone, it's probably to distract us from something big."

"If that's the case, let's just storm in a-" Ben began.

"I would advise against that," Kajun spoke, looking at her tablet as the others looked at her, "Vlad Masters is one of the richest people in the country and a public figure. If any of us is seen attacking him on his property, it would raise some suspicions with the US government."

"Also you know who," Makoto added.

"Grr…" Ben growled.

"If this Vlad Masters is up to something, there must be something we can do to check," Rook stated.

"Fortunately we have such means," Kajun said as she turned her tablet around, showing a promotional image, "There's a costume party about to be held at his mansion tonight."

"Meaning one group can stand by and keep an eye on him…" Tsubaki began.

"And the other to look around his mansion!" Jenny finished.

"Wow, so this is what it's like to have a big team..." Danny muttered.

"I mean...all of us have powers and/or Black belts in space karate," Makoto argued.

"They have a point," Sam nodded.

"...Wait. But...won't he recognize you?" Noel asked, pointing at Danny.

"That is a good point...unless I possess someone…"

"Do that around any of us and I'll make you full dead…" Makoto spoke simply, "Or even consider doing it to one of us and I'll send you and your best friend to the same plane of reality…"

"She means you," Sam smiled to Tucker.

"Hey…"

"Hmm...There's a chance he knows what Ben looks like from the news," Tsubaki muttered, holding her chin in thought, "...Ben, you -along with Makoto and Danny- will lead a small team to search the mansion while the rest of us stay at the party to keep a close eye on things there."

"Sounds good to me," Ben nodded.

"Eh why not? Been a while since I've been on a stealth mission," Makoto shrugged.

"I imagine there are things worthy of my being angry at you, but you were smart and didn't mention them," Tsubaki spoke.

"Nope!"

* * *

"Alright...just about finished here…" the figure whispered as they typed away on the computer, "There and...perfect. And look at that. Only a few minutes before the party...but it's truly not a party once the 'star' arrives…"

=Sir, the perimeter is secure. Should we…?= a voice began from a radio comm.

"No no. You gentlemen have the night off…" the figure replied as a white flash happened around them, "I've got things covered from here…"

* * *

"...That is a big mansion…" Mai noted, the bluenette dressed up as Lucina from Fire Emblem, "...Still not as big as Tsubaki's place…"

"Really?" Sam asked, wearing a black dress intentionally tattered near the bottom with a black cape that had a purple inside, skull necklace, earrings, fake pointed ears, and fake fangs.

"True. This feels more like the house for the butlers and maids in size," Tsubaki admitted, dressed up as a valkyrie.

=She has a seperate house for her butlers and maids?!= Tucker's voice exclaimed from the communicator.

=That is what broke him out of his state of shock?= Rook asked.

=Wouldn't you be as shocked if you were surrounded with this much technology?= Kajun asked back.

=...Fair enough=

"Let's just focus on the plan, okay?" Mai spoke up.

"H-hai," Noel nodded, dressed as a nun with the black replaced with a dark-blue.

"...Why a nun?" Sam asked.

"Honestly I don't know, but...it just feels right," Noel admitted.

"Well you look quite nice in it," Mai complimented.

"T-thanks," Noel said as they began to walk inside the mansion, making sure to blend in with the crowd.

"Ben, are you and your team in position?" Tsubaki whispered into her badge.

=Yup= Makoto replied =Funny enough, Ben went Alien to better blend in if some wayward party goer runs into us and, well...He's the alien you turned into when the Omnitrix malfunction, Tsubaki. And his jaw's not splitting every few seconds, too=

=A ghost moth and an alien werewolf...what's next? A mummy or Frankenstein's monster?= Danny commented.

=Maybe= Jenny shrugged.

"Focus," Tsubaki whispered sternly, "The moment the party starts, sneak inside and make sure not to be seen. One slip up and we're in deep trouble…"

=Got it= Ben replied, his voice a bit deep.

=Heh. And his mouth didn't split in two once=

"Makoto…Do I need to remind you how _you_ acted as an Appoplexian?"

=...Never gonna let me live it down…= Makoto muttered =But while we wait...hmm...Sonic Howler...Loboom...Shockwolf…=

=What is she doing?= Danny asked.

=Trying to come up with a name for this guy= Ben answered =I haven't used him since I was ten and even then, everyone just kinda called it the silly thing I called myself when I thought I was turning into a Werewolf...If I'd known it was an alien, I'd have tried something cooler like SonicWolf...or LunarLobo...No, those don't work…=

=So...you just name these guys on the fly?=

=Pretty much=

"Just try and focus on the mission," Tsubaki sighed as she turned her badge off and put it away.

* * *

"I mean, I like to think this helps calm nerves…" a growling voice spoke as Ben in his alien form walked forward, he stood taller than Danny and the others with dark grey fur with a black mane of fur around his neck and up to his head, his tail also the same black fur color as his mane. His hands ended in four claws and his legs in three each, his body covered in a green jumpsuit with black shoulders, his look completed by a green collar around his neck where the Omnitrix was set.

"And it's fun," Makoto added, "Hmm..oh! How about Moonpack?"

"That would be cool if he was capable of cloning himself."

"...Los Lobos? ...No no. I feel we'd get sued for that by both the actual band, and/or the creator of Bleach."

"I feel like it has to be something Wolf...since everyone called it BenWolf before." he grumbled.

"He has sound attacks, right? Maybe something based on a song or something?" Jenny suggested.

"You're into this, too?" Danny raised a brow at her.

"Kinda after what happened a few weeks back."

"...Well come on. Last thing we need is to be spotted and make this party into a ballroom blitz."

"...Oh! Blitzwolfer!" Makoto and Ben beamed quietly.

"Wow…" Danny muttered, _'I know next to nothing about relationships...but Tuck...I know your chances with this girl have literally become...zip.'_

* * *

"...I don't know why, but I feel like my shot at one of Ben's friends became zip," Tucker spoke with a sigh.

"Would it have been wise to seek a romantic relationship with a person from the future anyway?" Rook pointed out, "Earth's media paints such situations as complicated."

"True."

"Also the fact she is actually older than she looks," Rook mumbled.

"Huh?"

"Side effect from being brought here to the past," Kajun answered, "Same for myself, Tsubaki, Noel, and Mai."

"..." Rook moved his hand and closed Tucker's mouth., "Shocking, isn't it?"

"Yeah…"

* * *

"Mai, everything okay on your end?" Tsubaki whispered to Mai as the two passed one another.

"Nothing weird or out of place...if you don't count the jock-looking guy making an idiot of himself," Mai sighed.

"Hmm. Yes...let's try and ignore that," Tsubaki sighed.

"Always best to…" Sam stated as she passed by.

"N-n-nothing odd going on at my end," Noel said as she walked up to her friends.

"Then everything seems clear for now…" Tsubaki whispered, "Still..keep an eye out for…"

"Well now...who do we have here?"

"?!" Tsubaki jumped a bit as she turned, seeing the same man from the picture Tucker showed earlier standing before her.

"I don't believe I recognize you...and I know everyone, my dear," Vlad said as he looked at her, "Given the regal air you seem to have around you, you must be of royalty or are like myself, a member of the high elite."

"...Ahem! Y...you could say that, yes," Tsubaki nodded once she regained her composure, _'I never even saw him coming…'_

'_Oh my...where did...did none of us see him coming?'_ Noel pondered.

'_...So glad Makoto isn't here right now…' _Mai thought, the bluenette kind of feeling a rather...creepy vibe coming off of Vlad.

"Oh, but where are my manners?" Vlad chuckled before bowing a bit, "Vlad Masters, owner of the mansion you stand in and proprietor of this party. Now if I may ask, who are you my dear?"

"Tsubaki Yayoi. My friends and I are from out of town and wanted to enjoy a simple costume party."

"Ahh. Fair enough," Vlad nodded.

"A friend of ours heard that some of the best seasonal parties happen around this area." Tsubaki quickly added, "So far I can say we aren't disappointed."

"Oh well of course, Ms. Yayoi. Amity Park is known for seasonal parties, especially Halloween," Vlad chuckled, "Though I'm sure the rumors of our little town being haunted by ghost didn't deter you from your little trip."

"Of course not...It did at first, but then we heard you had some Hero Ghost boy so we figured it had to be silly nonsense."

=Ow…= Danny replied over the intercom, before a loud smacking sound was heard =OW!=

=Do you know anything of stealth!?= Makoto complained.

"S-sorry!" Tsubaki yelped as she tapped the side of her armor a bit, "I forgot to pause a video a friend of mine shared with me."

"It's fine. You and your friends just enjoy yourselves a-"

"Hey Vlady!"

"...Beg pardon…" Vlad said as he walked away...while muttering into a communicator in his suit's collar, "I thought I told you to make sure _he_ doesn't find out about the party."

=We did sir, but who...LARRY!=

=Jenkins did it…=

"I need to do a better background check on who I h-" Vlad began before he was suddenly lifted up, "Gah!"

"Ah, what's the rush, Vlad? I just wanted to say hi!" a rather large man in an orange and black jumpsuit beamed as he tightly hugged Vlad.

"Yes well...I was going to get ready…" Vlad grunted, before finally looking him over and freeing one hand to gently smack his face, "Jack...what...you know this is a costume party, right? Work clothes don't count as a costume...it's tacky and lazy…" he coughed the last part.

"Hey who am I to refuse a party? That and heard some ghosts were sighted recently today, so me and the missus wanted to make sure none of them ruined your party!" Jack replied with a smile.

"Oh? Maddie's here?" Vlad asked, his annoyance fading for hopefulness for a moment.

"Oh she's just getting the stuff out of the car. Said she can handle it while we catch up!" Jack beamed.

"Oh...joy…" Vlad noted, his annoyance coming back in spades, "Yes well...as much as I'd love to catch up, Jack...I need to go do something important, so excuse me…" he said as he turned and began to walk away.

"Ah come on! You got plenty o-"

"There's miniature corn dogs at the buffet."

"Corndogs?" he asked, turning his head to the table, "Ah…" he paused as he began to drool, Vlad looked around a few times before making part of his body intangible and slipping through his arm, he then made a run for anywhere but there, "Vlady? Oh that sly dog...speaking of dogs…" he ran off faster than his body physically should have allowed...and B lined for the buffet table.

"That…" Tsubaki began.

"That was Danny's dad," Sam spoke up, "I wanna say he's competent at his job...but he doesn't even realize that Danny in his ghost form is Danny...and he's supposed to be his son."

"...What?" most of them blinked.

"His mom on the other hand...while she doesn't realize it...she's...kinda good at the job," Sam added, "More or less everything his dad can't do...His Mom can in spades."

"Wow," Mai noted in surprise.

"So...his dad is…" Noel began.

"Loveable and dumb," Sam bluntly stated.

"Behind all great men...so the saying goes," Tsubaki mumbled.

* * *

"...This Vlad guy really likes himself…" Jenny noted, the group quietly moving past a large picture of Vlad.

"Typical bad guy lair," Blitzwolfer spoke as he walked on all four to look at the floor for an opening in the walls for a secret door, "Ya know what's weird to me?"

"What?" Danny asked.

"You and this Vlad guy both have this little extra smell to your scents. Kinda...um...oh! Kind of like a small hint of rotting flesh, but it's extremely subtle that you don't really notice it unless you're trying to focus on it," Blitzwolfer noted, "Then again, you also have a small icy smell mixed in while his doesn't."

"Icy?" Danny repeated.

"Maybe something you have that Vlad doesn't…" Makoto asked, "Maybe you have some ghost power that he doesn't."

"But he's had his powers for years," Danny argued, "And we both got them the same way. Kinda…"

"Yeah, but you said his was an accident with the prototype...yours was with the real deal," Blitzwolfer replied as he walked up to one painting, "Maybe you got a bigger blast of that ghost DNA scrambling stuff." he went on as he clawed at the floor, "Oh...I can see that the space under this wall is cooler...there's a breeze coming from under here."

"Bigger blast…" Danny muttered, looking at his hands, "Wait...did he say I smell like rotting flesh?" he realized.

"Now that you mention it…" Makoto covered her nose, "I just thought it was that weird cologne your friend had…"

"Oh come on!" Danny complained, "I could have gone my whole life without knowing ghost powers made me smell like the dead...oh that explains a lot of things now…"

"No openings," Blitzwolfer frowned, "Guess he uses his other form to go into secret places he builds."

"That makes sense...he is part ghost." Makoto muttered, "Wait then how do me and Jenny get in? We'd need to smash the wall."

"I guess Danny and I will go intangible and go in to see what's up, while you two will need to be lookout," Blitzwolfer spoke.

"Boo!" Makoto complained.

"Don't fight with me…" he complained while changing to Big Chill, "If you see anything, send me a silent message to my badge." he ordered before going intangible and phasing through the wall.

"Can do," Jenny nodded.

"Dang it...Why do we have to be on standby?" Makoto muttered as Danny followed after Big Chill, leaving the squirrel girl and Jenny to themselves.

"Because we can't phase through walls?" Jenny guessed.

"Don't give me logic…" Makoto muttered in disappointment.

* * *

"...Okay, this is odd. No traps or security systems...or anything..." Danny noted as he and Big Chill flew down a long metal wallway.

"If his ego is anything to go by, he probably thinks he doesn't need it," Big Chill commented.

"Oh no. I know Vlad...he doesn't do something like this unless he has something big planned," Danny argued.

"So he's that level of annoying...ugh...I hate those types…"

"...Let me guess, you got a 'Vlad' of your own?" Danny guessed.

"Kinda...if he was a large space octopus tyrant capable of taking down even my heaviest hitters," Big Chill answered.

"Yikes...I'd hate to run into _that_ in a dark alley…"

"Try fighting him as a ten year old with _zero_ clue how to even use your powers the right way," he added, "At least you got your powers when you were older. Trust me, the heavy stuff hits harder when you're just a goofy kid…"

"Dang...noted, man," Danny muttered.

"Ah, what can I say? Big Chill is the one alien that makes me act more mature…" he replied, "Not by a lot mind you...but enough…"

"...Least you never fought an evil version of your future self…"

"Huh?"

"Long story, but...I went to a future where I...well more like the ghost-half of me went full on evil."

"Your ghost half is evil?"

"More like it can become evil if it possesses Vlad's ghost half...at least I think it did...would...ugh. Time travel makes things confusing."

"Boy, don't I know that feeling," Big Chill sighed, "Still sounds like you got the short end of the meeting your future self adventure...my future self was just a grade A jerk...good guy...eh debatable...but a total jerk…"

"How many similar adventures have we had?" Danny asked.

"Ever get stuck in a body swap situation with family and/or an enemy?" Big Chill asked.

"Yep…" he sighed, "Evil Gimmicky villain who keeps coming back despite their lame theme?"

"Oh several…" Big Chill sighed, letting out a cloud of icy mist, "Family member finding out your secret and messing with your hero mojo?"

"Sister…" Danny sighed.

"Oh well better than your parents. They grounded me when they found out," Big Chill revealed.

"Dude really...harsh." Danny replied, "Okay. Maybe I don't tell my folks ever…"

"Aren't your parents also ghost hunters?" Big Chill asked.

"Yep," Danny replied, "And one of their inventions keeps hitting me every time it's thrown, but they think it's a malfunction."

"Either your parents are total suckers for the Superman effect...or…"

"Yeah, my dad is not the brightest or the sharpest…" Danny sighed, "Mom on the other hand...just be careful around her."

"Noted…"

"...So random question, are you and Makoto…?"

"Hmm? Oh...oh ho no!"

"Really? You two seem to go well together."

"We get that a lot...but I'm sure some people have said the same thing about you and your friend Sam, right?" Ghostfreak asked.

"Sam!?" Danny repeated as he lost focus and face planted into the next wall they had to phase through, "Ow!"

"Heh heh…"

"Not funny man…" Danny muttered, rubbing his face a bit, "...Wait. When did you change forms?"

"I…" Ghostfreak began before his sole eye blinked, making him look down, revealing he was indeed the pale grey alien with black crack like streaks all across his body with one single green eye, "...Wait. When _did _I change into Ghostfreak?"

"Ghostfreak?" Danny asked.

"My creepiest alien from when I was 10…" he grunted, slapping his Omnitrix relentlessly, "I hate this form...It literally has a mind of its own and tried to take over my body!"

"Wait. It tried to take over you once?"

"Yup...and it managed to escape and take on a life of its own," Ghostfreak added, grumbling in annoyance as he practically slapped the Omnitrix symbol, "Come on, change already!"

"Maybe it's glitching."

"If it was, I'd be rapidly changing aliens or something!" Ghostfreak snapped, his green eye moving along the black cracks to look at Danny, "Ugh...sorry...I just hate this form so much after all the pain it's caused...If I begin to act evil...I need you to knock me out or put me in that thermos of yours."

"Gotcha," Danny nodded as the two phased through the metal door, "And here we are...Vlad's lab...so far nothing out of the ordinary."

"Except maybe the giant not-Stargate with the green portal."

"The wha…" Danny blinked as he slowly looked over, seeing a large gate of sorts with a swirling green portal in the middle, "...Wait. Did...did he build a portal to the Ghost Zone?"

"So you mean on the other end of that...is a world of ghosts and poltergeists...and where your powers come from?" Ghostfreak asked, floating over, "Ugh...I almost don't want to go through that as I am right now...last thing I need is Ghostfreak feeling at home anywhere…"

"Then let's shut it down before…"

"Oh I wouldn't recommend it, Daniel."

"...Should've known you'd be hiding in the shadows…" Danny muttered a Vlad came out from the shadows of his lab.

"Yes, well I didn't want to ruin the surprise," Vlad countered before looking at Ghostfreak, "Ahh, and you must be Benjamin Kirby Tennyson...or Ben 10 as you like to be called in the news."

"...Oh, now I recognize you from the news. You keep failing at buying the Green Bay Packers," Ghostfreak recognized, "Wow and here I've never had a psycho millionaire villain...Oh wait. Captain Nemesis and Billy Bob." he muttered, "But they don't count...this...oh now this guy counts…Wait...is that other voice you, Ghostfreak!?" he panicked, hitting himself.

"Seems Will Harangue's reports may be slightly more accurate than one would believe," Vlad noted, raising a brow.

"I'm not crazy...It's the evil alien ghost warlord in my body!" Ghostfreak snapped, "Don't give me that look. You're both half dead…Wait what do you mean? We're half dead too?"

"Yes...and I was expecting you to turn into this form," Vlad smirked as he walked over to his computer, "You see Daniel...Benjamin, if there's one thing I learned last year, it is the fact that we are not alone out there. When you were revealed on the news, Benjamin, I used my resources to do some studying on alien species...specifically the ones you used from the news clips used."

"Wait...you mean you've been studying my ghostly aliens?" Ghostfreak asked, "What do you mean that was obvious...well sorry I don't speak villain!"

"Oh ho...I was hoping this would happen," Vlad smirked, "Well yes, Benjamin, I did study on your more ghostly aliens...specifically your current form - the Ectonurite."

"He's done his homework!" Ghostfreak laughed, his eye turning purple for a moment before it flashed back to green, "AH! You're getting stronger...go back down in our brain!"

"Okay, starting to get why you hate this form," Danny noted.

"Of course he does. Every single strand of DNA within an Ectonurite? It houses the memories - the very _soul_ \- of the Ectonurite," Vlad explained, "More than likely, the original willingly had his DNA taken just so it could be a way for him to continue survival and even obtain the very device used to store the DNA."

"Oh how right you'd be! Ahahahaha!" Ghostfreak cackled as his eye was purple again, "Stop that!" green-eyed Ghostfreak snapped, "NEVER!" purple-eyed Ghostfreak laughed, "This is worse than last time!" the green-eyed Ghostfreak complained, "Shut up, Tennyson! I'm trying to have a moment here!" purple snapped before green came back, "Danny!"

"Right!" he said, blasting a beam at Ghostfreak...only for the alien to rip open part of him...and suck the beam into the darkened sections, "And now I'm having nightmares…"

"Oh boohoo, Danny-boy!" Ghostfreak laughed, his eye purple once more, "Oh Danny-boy, the pipes the pipes are calling~" he cackled as the Omnitrix symbol was absorbed into his body.

"...Guys…" Danny began as he turned on a communicator he was given before the mission began, "Ben's being possessed by one of his forms!"

"Ben's not here right now...Ghostfreak will take his calls!" Ghostfreak spoke as tentacles ripped out of his skin.

He raised his hands as claws ripped out of his fingers. He then jabbed them into his face before ripping the rest away giving way to a black skinned specter, his ghost tail becoming stripped near the end. His body seemed to pump up in musculature as he now seemed larger than Danny, spikes began growing from the back of his now larger hands and shoulders. His face was now an upside down skull with one eye, his teeth growing and sharpening to points.

"...Well I'm not sleeping for weeks…" Danny whispered with wide eyes.

"Ahahahaha~!" Ghostfreak cackled as he swung his claws, making Danny back up as he left large gashes in the metal wall, "I can feel so much power leaking through that portal...and I want...MORE!"

"Then what's stopping you?" Vlad asked with a dark grin, "Go inside and take as much as you need! Oh, but if I may suggest something? If you go deep near the center of the Ghost Zone..there's something special there just waiting to be found!"

"Why thank you, Vlad…" he smirked before looking at Danny, "**Boo!**" he shouted as a pulse came from Ghostfreak's mouth knocking him over, "Ahahahaha!"

"...Wait. Is this what you had Skulker get for you…?" Danny asked as he glared at Vlad, "A way to open the Ghost Zone?"

"In a way...Oh, and to make sure you and Benjamin would be near one another, I hired Zombozo and brought him in as a distraction," Vlad revealed.

"So when he mentioned he kept changing into his more scary aliens…"

"Yup. You are to thank for this, Daniel!" Vlad laughed, "Ghostly DNA mixed in with alien energy? Not a safe combination, especially for Benjamin ...speaking of whom..."

"Later, fools!" Ghostfreak cackled as he flew towards the portal.

"No you don't!" Danny grunted, grabbing Ghostfreak's tail, he then looked up as Ghostfreak twisted his entire head around 180 degrees, "Ahahaha…" he sheepishly chuckled, "Oh, I'm fully dead now, aren't I?"

"I'm going to eat your soul…" Ghostfreak growled, raising his clawed hand and swiping at him.

"AHH!" Danny freaked as he jumped back, the claws barely missing him as they dug into the floor.

Ghostfreak growled as he rushed after him swinging as Danny ducked and avoided each time. Danny blasted at Ghostfreak, who just let the energy absorb into him. Danny panicked as a tentacle grabbed him.

"Oh right. Ectonurites are made of Ectoplasmic energy…" Vlad smiled, checking his fingernails casually as he watched, "Meaning you're just feeding him with each blast." he mused as Danny was slammed into the ground.

"Now he tells me…" Danny groaned before phasing through Ghostfreak's tentacle, "Guess I'll just punch you back to normal, Ben!" he spoke as he flew at Ghostfreak and punched him across the face several times.

Ghostfreak stumbled back as a final uppercut seemed to break his neck and make his head bend backwards...only for it to snap back into place as he smiled. He raised up two tentacles and grabbed Danny's punches. Ghostfreak swung Danny around before tossing him through a wall. The alien ghost moved to enter the portal, only to turn around and slice a large computer that was tossed at him.

"I really don't want to kick your butt, Ben!" Danny grunted.

"Oh, Danny-boy...even if that's true...I'm not Ben," Ghostfreak spoke as the tentacles in his torso all opened wide as a sphere of black and purple energy formed in the center.

"Oh that doesn't look good…" Danny muttered, raising his hands and forming a dome of green energy around himself just as the beam of dark energy shot at him.

* * *

"You hear screaming?" Makoto asked as the wall exploded and Danny skid across the floor.

"I'm okay…" he grunted, sitting up.

"Danny, what happened?"Jenny asked as she helped him up.

"Ben...Vlad planned this whole thing…" Danny grunted, "He was hoping Ben would change into this Ectonurite thing and had a portal to the Ghost Zone ready and waiting."

"Oh Danny-boy~" Ghostfreak sang as the girls saw him for the first time, "I'm not done with you yet!" he shouted, his hands glowing with the same dark energy as the carpet came to life and began tangling around Danny, Makoto, and Jenny, "Oh and look what else I captured...Ben's little robot friend and girlfriend…"

"Not...his girlfriend!" Makoto grunted, trying to free herself from the carpet.

"You say that...and yet I know for a fact you always stare at him." Ghostfreak spoke, putting one of his claws next to her face and slowly dragging it down, "And I know that me doing this...is really..._Really_ upsetting Tennyson...I wonder what would happen if I…" he aimed his claw at her, "Do this…" he laughed as a smaller sphere of energy formed at the tip of his claw.

***BANG!***

"Gah!" Ghostfreak hissed as he backed off, holding his claw as the bullet hole in it began to disappear, "Who dares…?"

"That was close…" the three captured looked over to see Tsubaki, Noel, and Mai standing a few feet away from them, Noel already having Bolverk out.

"Grr…" Ghostfreak growled, "The other unneeded guests…"

"...Well I'm not sleeping for weeks…" Mai muttered with wide eyes.

"I know you're scared, Mai, but we need to focus and try and get Ben to change back," Tsubaki stated, her sword and shield already out.

"Ben's never coming back!" Ghostfreak shouted, "And to make sure he never gets control again...I'll make it so he has nothing to come back to…" he spoke, his hands glowing as the walls began to creak and crack.

=...He's...get out of there! NOW!= Kajun shouted from the communicator.

=Huh? Wh…?=

=Ectonurites are at their strongest in the dark...and if I had to guess...the e…= Kajun began before she was suddenly cut off.

"And there goes our contact…" Mai whispered.

"And this is starting to remind me of that movie 'Monster House'!" Makoto freaked.

"Does anyone at all know how this form works?" Tsubaki asked as the walls began cracking as they seemed to be...closing in on them.

"Vlad seems to...but I doubt he'll tell us willingly…" Danny grunted from his bindings.

"I think Ben once said something about...light?" Makoto asked as she tried to escape her bindings.

"Light...oh! In that case…" Jenny began as her eyes shone brightly, becoming like flashlights of sorts as she aimed them at Ghostfreak.

"GAH~! THE LIGHT!" Ghostfreak hissed in pain as he tried to shield himself, smoke coming off of him, "IT BURNS~!"

"Yes! It's working!" Jenny beamed as the carpet began to loosen around her, Danny, and Makoto.

"What kind of light are you using?"

"Oh, the light frequency I'm using is for 126.22 Hz," Jenny explained, "In other words, pure sunlight."

"So he's weak to sunlight...good to know!" Danny shouted once he got free, pulling out his thermos as he aimed it at Ghostfreak, "Sorry Ben, but this is for your own good!"

"RAH!" Ghostfreak roared as he rushed at Danny, claws aimed, before the Thermos blasted him with its capture ray, "Gh! H...what...is this?!"

"The Fenton Thermos, meant to capture and contain any ghost, which I bet includes Ectonutires!" Danny exclaimed as the beam began to pull Ghotfreak into the thermos.

"NO! I will not be sealed away again!" Ghostfreak panicked as he swung his claws around to grab at anything, he then growled as he swung his hand out and grabbed Danny by his shoulder.

"Hey what...AH!" he panicked as both of them were sucked in, "Aw man~! Not again!"

"...What...what just happened?" Noel asked.

=...lo? Hello? Tsubaki, come in= Rook spoke from Tsubaki's badge.

"I'm here. Communications are back on our end," Tsubaki replied once she answered her badge, "We managed to detain Ben for now...but he managed to pull Danny in with him."

"COME BACK HERE, YOU HALFA!" Ghostfreak shouted from inside the Thermos as it shook around erratically, even bouncing around after a while.

"GYAH! HELP! NIGHTMARE FUEL IN HERE TRYING TO MURDER ME!" Danny freaked from inside the Thermos.

"This...is awesome…" Makoto spoke, her eyes sparkling, "Can we make a gadget to catch bad guys like this!?"

=That's….note to self, suggest such an item with Blukic and Driba= Kajun whispered.

"Can we…" Tsubaki sighed, "Can we go before things get worse?"

"Uh...girls...bad news...Danny's parents are coming this way," Sam spoke while jogging up to them, she also was fast to notice the only two boys of the group were gone, "Thermos?"

"Eeyup," Makoto nodded her head.

"SERIOUSLY GUYS! HELP!"

"I'M GOING TO SUCK OUT YOUR SOUL!"

"This is becoming one of the best misadventures ever," Sam spoke while taking the Thermos, "Right...so let's use Danny's folks as a distraction to get out of here…"

"Good idea…" Mai nodded as the girls quickly rushed out of there, "...Wait. But what about Vlad?".

"Don't worry Vlady!" Jack shouted as he tackled Vlad as soon as he walked out, "I'll keep ya safe!" he shouted, taking out a giant laser cannon of sorts all while holding Vlad in his other arm tightly and cutting off his air supply, "Sam, you get your friends out of here!"

"What's wrong?" Tsubaki asked.

"Our ghost detector just gave off a big ol' reading! One of the biggest yet!" Jack explained, "Hoo boy! Haven't had one this bad since that time the entire town was pulled into the Ghost Zone!"

"That really did happen once," Sam whispered to the girls.

"Maddie! Any sign of the ghost on your end?!" Jack called out, unaware of Vlad's face turning blue as he struggled to free himself, "Oh ho! We are not letting this sucker get away!"

"Right well, we will just exit the building and go hide out by the cars where it's safe," Sam spoke, "Good luck with the ghost hunting...and hang on tight to Mr. Masters!"

"Oh you…!" Vlad began before Jack held him tighter.

"As if I needed to be told that!" Jack laughed.

"Good luck, Mr. Fenton!" Sam waved as the girls ran off.

"Nice girls," Jack smiled, "Costumes are getting weirder for teenagers these days though…"

* * *

"Ahahahaha!" Tucker laughed as Rook moved the Truck next to the Fenton's own metal-armored truck.

"That is quite reinforced," Rook noted, "Though with all the artillery and armaments, they made sure to have the appropriate license to drive this, correct?"

"Better we not answer that…" Sam replied simply as she slapped Tucker upside the head, making him fall out of his chair, "It's not funny...he's stuck in there with this evil form of Ben's."

"I would like to get out!"

"Your soul is mine!"

The Thermos jumped around as the two were at it once more.

"I got it!" Jenny shouted as she grabbed the Thermos, "Phew."

"So what? We dump them out when the sun comes out and Ben goes back to normal?" Makoto asked.

"That would seem for the best…" Tsubaki spoke.

"You mean I gotta spend the night in here with him?!" Danny shouted.

"Got a device that can keep a Ghost stuck in a small area?" Jenny asked.

"M-maybe Danny's parents might have one," Noel suggested, looking at the truck belonging to Danny's parents.

"The girl makes a good point." Sam shrugged.

"Not it…" Makoto quickly replied.

"I'll get it!" Kajun spoke excitedly as she jumped out.

"Oh no ya don't!" Makoto exclaimed, grabbing Kajun by the back of her blouse and pulled her back in, "You'd take too long and they'd notice everything stripped clean out of there if we let you go in."

"I can get it," Tucker offered.

"Well go get it," Sam replied simply.

"I hate when you get new friends...me and Danny feel outnumbered," Tucker complained.

"SOMEONE GET IT ALREADY!" Danny pleaded.

* * *

While all was calming for our heroes, they had no idea the amount of trouble coming their way. The proximity of a handful of people from the future sent waves of disturbance upon their proximity to the portal to the Ghost Zone. Waves which made their way to a section which existed outside the bonds of time. Within this floating palace of gears and mechanisms, deep within a hidden room...a second Thermos shook. An indent of a face on it was the only different...before a second formed on the other side...more and more dents formed from it...until the cap used to close the device and seal its captive within...popped off.

"Hahahaha…" a deep voice laughed as green flames began coming from the opening in the thermos, "I'm...back…" at that, the flames turned white as a shadow rose up, red eyes glowing ominously.

* * *

_GT: ...Eep._

_Z0: Mwahahahaha...I caused pure evil to be unleashed Again! Ah for the record Overlord was GT's idea...this one's mine._

_GT: And SZ…*looks over to see him snoozing* Yeah, he got sleepy near the end._

_Z0: ITs okay we're at the end anyway, well, see you all next time for the Second part of Ben 10 Meets Danny Phantom, *gets whispered to by Intern* Well yeah but adding in EVERY series we've used so far would make that to long…_

_GT: Yep. Read and review, folks!_


	23. Going Ghost Pt 2

_SZ: welcome to part two of this…*holds a flashlight underneath*scary halloween crossover~!_

_Z0: *walks in carrying a giant coffin* Hey SZ! *carries it off to our kitchen*_

_SZ:...what was in that coffin?_

_Monokuma: Beats me…_

_SZ:...*punts Monokuma out* Wrong story!_

_Z0: Don't worry...it's just Dracula! *sounds of fighting are heard* No! Back in the coffin! No one woke you!_

_SZ: 0-0...uh...GT can't be here right now...he busy, so….we..ahem! We don't own anything in this story aside from original content._

_Z0: *runs after giant demon bat* You get back here! I need to turn you into a Halloween decoration for my lawn! *shooting shotgun randomly while running* _

_SZ: The hell?!_

_Monokuma: *pokes head in* Seriously wh-OH GOD!*gets pounced by the bat as the screen went black*_

* * *

"Gah!" Danny cried as he was ejected onto the cold ground of an underground lab, "Thanks guys…"

"Gah!" Ghostfreak hissed trapped behind a barrier, "I'll rip all your souls from your meat bag bodies!"

"...Yeah, I'm not gonna sleep right for weeks…" Tucker whispered.

"That's what we said…" Danny and Mai said in unison, the latter helping the former up.

"So...This is Ghostfreak," Kajun spoke as he hissed, "I wondered what the form was like...it's as scary, if not more so, as Magister Tennyson described."

"Let me out and I'll show you how scary I can be!" he growled before Jenny hit him with light, making him hiss and jump back as he covered himself with his arm as smoke began to come off his body.

"If he moves a tentacle, hit him again," Makoto whispered to Jenny, "...But not too much. We still need to get him to change back."

"Thank god Danny's sister was home," Tsubaki said, holding her badge as she paced around a bit, "Come on, Magister Tennyson...please pick up…"

=What's wrong?= Max asked as he finally answered.

"We have a problem. Ben's been taken over by one of his Alien Forms," Tsubaki explained.

"Not that it was hard…" Ghostfreak laughed "GAH!" he cried as he was blasted by light again.

=...How did this happen?= Max asked, a serious tone in his voice.

"Danny?" Tsubaki looked over at the half-ghost teen.

"Huh? Oh! Um...ahem! It was one of my enemies, sir," Danny explained, "Vlad Masters, also goes by Vlad Plasmius, sir! ...oh.. I mean Magister...um...sorry. Just never spoken to a space cop before…"

=It's alright, son...However, this is bad. Ben hasn't gone Ghostfreak since the last time...and even then, the only reason we got him back was because of...and I can't believe I'm saying this combination of words...it was thanks to Vilgax being just a little bit stronger=

"Vilgax!?" Makoto gawked.

=Ghostfreak tried taking over Vilgax's home world so the warlord came to Ben for help. Ben's plan was to absorb Ghostfreak back into himself and try and use him to make Ghostfreak's army of Ectonurites back down. Sadly Ghostfreak became stronger on Vilgax's darkened planet...so all it did was make him even stronger when they fused. Gwen and Kevin called him unstoppable...until Vilgax was able to get lucky enough to weaken Ghostfreak just enough for Ben to wrestle control back=

"But ol' Vilgy ain't here!" Ghostfreak laughed before he was flashed with light once more, "Gah~! Stop that!"

"No," Jenny simply replied.

=...Kajun, I need full details on how Ghostfreak came back= Max ordered.

"From what Daniel…" Kajun began.

"Please don't call me that…Vlad calls me it and it creeps me out..." Danny groaned.

"...From what _Danny_ told us on our way up here to his parents' lab, Vlad Masters/Plasmius had a portal opened to a place known as the Ghost Zone, home of many spectral and ghostly beings," Kajun explained, "It did not help when both Ben and Danny first met, the Omnitrix started acting up to the latter's Ghost DNA. Later when they arrived at Vlad's hidden laboratory...from what I can assume, the energy from the Ghost Zone portal must've been absorbed into Ghostfreak…"

"Who Ben was at the time..and was totally unaware he had changed before we approached the lab," Danny added.

"...and gave him enough powers to take control once more," Kajun finished.

"Uh...Ben's hitting himself…" Jenny spoke.

"Give me my body back you undead creep!" Ghostfreak hissed at himself as he smacked his face into the barrier several times, "NEVER TENNYSON!"

"Hey, he did this too...when this evil half got stronger, he and Ben began fighting for control of the body!" Danny explained.

=Hm...Ben's got a strong will all things considered…= Max muttered =I guess as long as Ghostfreak isn't as full power, Ben can take back control=

"So what do we do if this happens again?" Makoto asked.

=Well...last time Ben and Ghostfreak separated was because of a moment like this where they fought for control before timing out= Max answered.

"Wait a minute…" Danny spoke, "Ah! I got an idea!"

"An idea?" Sam repeated.

"Yeah...though we may need to be fast and really careful with this…" Danny replied as he flew off through a wall.

"Don't know what the plan is, but I'm already worried," Tucker gulped a bit with Noel nodding in agreement.

"AHA! The Fenton Ghost Catcher!" Danny spoke, wheeling in a literal giant Dream Catcher-themed machine with the 'net' part of it made of blue plasma-like energy, "My dad describes it like an Indian Dream Catcher...only it gets rid of ghosts instead of dreams."

"Are we sure about this, man? Last time it split you between your teenager half and ghost hero half…" Tucker reminded.

"Yeah, but this time we're splitting an evil ghost from a not ghost," Danny argued.

"Ha! I'd like to see you…!" Ghostfreak began before he punched himself, "Do it man!" he punched himself again, "Shut it, Tennyson! I just barely had my fun!"

"I got it…" Makoto spoke, lifting it up under her arm, "Huh, it's like a giant tennis racket...or fly swatter…"

"Will it hurt?" Tsubaki asked.

"It never did when Danny stupidly used it on himself…" Sam muttered.

"That's ri-hey!" Danny complained.

"Sei!" Makoto shouted, slamming it on Ghostfreak as soon as the barrier went down. A flash went off as two figures flew across the room.

Everyone looked to see two Ghostfreaks...kinda. One was the monstrous form, but...skinny...almost malnourished. Nothing but bones and dark rotting skin. The other looked like Ghostfreak's initial form: a grey specter with one green eye. Only this new one was covered in green chains and cuffs all linked to the Omnitrix as if binding him under control.

"Oh my aching head…" the Omnitrix wearing Ghostfreak groaned while pushing himself up, "Aw man...still...wait a minute...he's not in my head anymore! He's gone!"

"N-no he's not…" Noel spoke with a nervous gulp, hiding behind Tsubaki and Mai.

"Huh?" Ghostfreak blinked at that before looking at the skinny one, "...Ahh dang it."

"Ten…" he began before coughing and crouching over, "Tennyson…"

"Hey...what's wrong with him?" Ghostfreak pondered.

"He needed the Omnitrix to stay...healthy?" Kajun asked, "The Omnitrix makes you into a prime specimen of any alien...so while you are a healthy strong Ectonurite...the original...is…"

"Old...and sick…" Danny spoke as the other half fell over.

"C...curse...you…" the skinny Ghostfreak wheezed, "Darkness...need...darkness…"

"Ah...Welp my pitty well is dried up, so back in the soup holder with you," the healthy Ghostfreak spoke before blasting him with the Thermos, "We need to make one of these, but for living bad guys…" he muttered, capping it and handing it to Danny.

"That's what I said...more or less," Makoto spoke.

"Already making mental notes to remind myself to tell Blukic and Driba about it," Kajun added.

"So...that's just it?" Tucker asked, "We solved this problem just like that?"

"Yeeep," Ghostfreak nodded, "Ugh...I still feel creepy about this…" he muttered, slapping the Omnitrix as it flashed him to Big Chill, "Wait...that's not right…" he slapped it again, turning into Ampfibian, "Oh come on!"

"Ben...what's wrong?" Mai asked.

"I don't know! I can't…" Ampfibian began as he slapped the Omnitrix, turning him back into Ghostfreak, "...change back…!" he slapped it again, changing him into Big Chill, "...into my normal self!"

"You can only become your ghost-like aliens!" Makoto realized, "It must be that thing Danny said...as long as he's near you...the Omnitrix makes you into your ghost forms."

"But I was able to change into Blitzwolfer just fine earlier!" Big Chill exclaimed before groaning, "Ahh...Azmuth's gonna blame me for messing with the Omnitrix again…"

"So as long as I'm near him...he can't change back," Danny noted, "...Ahh man...wait…" he quickly flashed, changing back to his human self, "Try now."

"..." he slapped the Omnitrix as Ben now appeared, "Oh thank god...It was fun when I was ten...but being alien 24-7 gets old fast...I mean, most of my forms can't even properly digest the good kinds of food."

"Okay. So when Danny's normal, Ben can stay human, but when he Goes Ghost…" Sam began.

"...Ben keeps turning into his ghost alien forms," Tsubaki finished.

"Kajun...any chance you know something to...fix that?" Ben asked as she gasped in excitement, "Yes...you can fiddle with the Omnitrix...as long as it fixes this!"

"...Tsubaki...tell Rook to gather as much equipment from the truck as possible," Kajun ordered in a calm tone, "Daniel, I'll need to borrow your parent's lab. If they return and ask, we are staying the night due to our current mode of transportation being disabled."

"...What's with that gleam in her eye?" Tucker asked, noticing the look in Kajun's eyes.

"Science mode…" the girls all responded.

"Wait. Sam, how do you know!?" Tucker asked.

"We're girls...we actually talk about stuff," Sam argued.

"She gets like this whenever she's allowed to go full mad scientist…" Makoto added.

"It...It gets scary…" Mai nodded.

"We...might have opened a can of worms worse than leaving that portal open…" Tsubaki noted.

"Daniel, considering you're partially responsible for Benjamin's predicament, I need you as well," Kajun quickly added, turning her attention at him.

"...I think the can of worms just became a barrel…" Danny whispered, gulping at the look of _Science _she was giving him.

"Good luck with that," the girls said before bolting for upstairs.

"Traitors!" Danny and Ben shouted, shaking their fists at the ceiling.

"Don't worry, guys! I'm here for ya!" Tucker assured...behind a blast shield while wearing some armor and holding a metal white and black baseball bat with Jack Fenton's face on it.

"...Really man?" Danny deadpanned.

"What? As much as I like girls...I ain't going near her the way she is now."

"Real supportive friend there…" Ben deadpanned, "...Also really? 'Goin' Ghost'?"

"Oh come on. You shouted 'Hero Time' before changing." Danny argued.

"Silence!" Kajun ordered, "I need to be focused…"

"...Hoo boy," both gulped.

* * *

"Ugh...I am going to get back at Daniel's little friend later…" Vlad muttered as he walked back into his lab, fixing his suit to get the wrinkles out, "Darn it, Jack...I just had this press-dried this morning…but enough about that...At least I have both Daniel and Benjamin out of commision for the time being." he smiled as he closed down the portal, "Last thing I need is some whack flying into my own mansion…" he muttered to himself as he looked around for more items of use.

"_A whack? Oh...that hurts, Vlad. Truly, it does."_

"?!" Vlad tensed as he quickly looked around, "Who's there? Show yourself!"

"_Are you sure about that?"_ the voice asked, giving a low dark chuckle as the air started to become stiff and cold, _"You may not like what you see...or you may when you see your handy work. Well…"_ another low, dark chuckle echoed,_ "An alternate future self's handy work..."_

"Alternate...future…" he spoke as the figure walked out, white flames acting as hair for them, "No...Daniel…"

"Long time no see…" he spoke as his black and white suit was illuminated by the light he stepped into, his red eyes glowing against his pale green skin, "_Uncle_ Vlad…" he laughed flicking his forked tongue.

"...How…?"

"Don't know, but...I could tell someone was being naughty with the timestream…" he laughed walking around him, "But...ah...my timeline is gone." he added with a serious tone, before smiling, "But look at this...I'm still kicking! Screw you Back To the Future."

"What has that boy done…" Vlad spoke simply.

"Oh but...I have you to thank Uncle Vlad!" the evil version of Danny laughed, "In my time...Mom...dad...everyone I cared about bit the dust, in a stupid fast food sauce explosion can you belive it." he laughed, "So...in that time line I decides screw it...your all I had left...so I moved in with you. But then we figured...hey lets get rid of my human half...and lo and behold...a perfect monster was born."

"But how can you be here if your timeline is gone?" Vlad asked.

"Oh...blame some meddling ghost named Clockwork, he decided to get involved by sending ghosts from my time to stop me from making the wrong choice...idiot should have just made the explosion not happen. Seriosly...is it just me or is he stupid for a ghost of time? Ah but enough chit chat..." he paused as he leaned in close to Vlad, "Tell me...where is my younger self? I'd _love _to have another…'chat' with him."

"He's gone home with some new friends of his…" Vlad simply explained.

"New friends huh?" he muttered, "Ooh time _is_ changing...I'm gonna need to...prepare."

'_Oh what have I done…?' _Vlad thought.

* * *

"Snrk!" Danny and Ben snorted awake suddenly, "Ah…" they groaned falling back over onto their makeshift sleeping spots in the lab.

"What time is it…?" Danny asked.

"Dunno...I blanked out after Kajun began her little experiment spree…" Ben replied.

"It's eleven in the morning," Tucker replied from his hiding spot.

"Eleven in th-WHY DIDN'T YOU WAKE US?!"

"I was in self preservation mode…" Tucker replied, "You two are superheroes with powers and what not. This tech wiz has to look out for himself first."

"...Least tell us Kajun fixed our little problem," Ben groaned as he and Danny got up.

"I think...she was having a mad scientist evil laughter fit...but then stopped when she was called up for breakfast." Tucker explained.

"Aw man. We missed br-wait….who cooked it?" Ben cautiously asked, earning a raised brow from Danny.

"Dunno...I just raided the pantry for snacks to survive on." Tucker admitted, eating an energy bar before tossing the wrapper away.

"...yeah we may need to go check on the girls," Ben suggested.

"Why?" Danny asked.

"If Noel cooked breakfast...well...we may need to get some smelling salts...and some stomach medicine…" Ben explained.

"Oh don't tell me...wait...my parents have kitchen equipment made of old ghost hunting gear!" Danny panicked, "What if the cooking came to life like the Hotdogs again!?"

"Like th...what?!" Ben exclaimed as the two rushed upstairs.

The two slammed the door opened, ready to transform to their Hero forms as they paused to see everyone eating at the table normally. The two looked around before Danny ran over to make sure no one used his parents gadgets he was sure he locked away in the pantry with a padlock.

"No one dead…?" Ben asked lowering his arm.

"Oh good...my parents gadgets that makes food evil and alive are still locked away…" Danny sighed.

"Phew...that's one worry down…" Ben sighed in relief, "...Just need to make sure…"

"Hey guys."

"Oh Geez!"the two jumped to see Makoto standing near the stairs, wearing a black and orange shirt with a burning star around the bust area, and a pair of dark blue jean shorts.

"Was wondering when you two would wake up...thought you' be knocked out longer," Makoto noted, munching on a piece of bacon, "Mm...brunch. Best combination of both breakfast and lunch…"

"Don't worry. Danny's parents cooked." Tsubaki explained.

"...We ate it all." Sam added.

"Aw man…" Ben and Danny slumped at that.

"Correction...Makoto ate most of it." Kajun added.

"Snooze you lose…" she mumbled.

"Oh come on…" they groaned.

"Oh we're out of snack bars too…" Tucker spoke walking past them as he grabbed the cereal he then stopped as Danny and Ben looked at him. Twin flashes made him blink as both transformed. Tucker chuckled weakly as he held up the box as Fourarms took it.

"That's what I thought…" Fourarms muttered.

"Thanks Tuck." Danny smiled as they grabbed bowls, spoons and a gallon of milk and went back down to the lab.

"Hey you fixed the Omnitrix." Makoto noted.

"Not fix. So much as update." Kajun explained, "I sent it an update to filter out feedback from ectoplasmic energy."

"..."

"And before you ask, I asked Azmuth for doing said upgrade...he found it useful to avoid incidents like this again," Kajun answered Ben' unasked question.

"Okay…" Ben muttered.

"Okay...problem fixed, and everything in the clear…" Danny listed, "..Except for the you-know-what that's possibly still operational back at Vlad's place."

"Also the evil alien ghost in the Thermos." Sam added, "Can't forget that since you can't dump him in the Ghost Zone unless you want a second coming of the Ghost king…"

"Yes thanks Sam...thank you so much for that thought…" Danny replied in sarcasm.

"Yeah...so we still got two problems then…" Ben muttered.

"We can take Ghostfreak...or whatever we call it now...back with us." Kajun offered, "Lock him up with Vilgax in that secret Megamax Cell under the base."

"Sounds like a plan," Makoto shrugged, "...wait. Isn't Vexus down there too?"

"Yes." Kajun simply said.

"Wait. is Overlord still…"

"No...no...he's on prison on his own planet."

"Overlord?" Danny asked.

"Evil giant alien robot who blows up planets for fun." Ben explained.

"Okay. Suddenly wanting to be an astronaut seems less and less safe…" Danny muttered.

"Eh. Space is not all that bad," Ben shrugged, "...I mean, aside from all the alien warlords and villains out there, it's pretty cool."

"Exactly how many warlords…?" Tucker asked.

"I keep finding new ones each time I take one of em down…" Ben muttered, "I'm sure your ghosts are the same...a new bigger bad guy every time you think one goes down."

"The scary thing...he's right." Danny nodded, "...Just hope one in particular doesn't return."

"Huh? Wh…nevermind. I think I know who you're referring to," Ben noted.

"Hmm?" Makoto raise a brow at that.

"Evil future self."

"No way...you have that!?" Makoto gawked.

"We don't like to talk about it…" Tucker spoke.

"Yeah cause you guys didn't realize he swapped places with me for a whole day!" Danny argued.

"We couldn't tell the difference! He was basically you!"

"Yeah! A Psychotic evil version of me!" Danny argued, "I mean for crying out loud, didn't you notice his voice suddenly becoming deep and scary!?"

"I…!"

"He does make a point," Sam coined her thoughts, "We...should've noticed."

"Yes! Thank you, Sam!"

"Wow...and I thought our arguments were loud," Makoto muttered as she and Ben watched.

"I'm beginning to notice similarities between the two 'pairs'…" Kajun whispered to Tsubaki with air quotes around pairs.

"Same," Tsubaki nodded in agreement.

"Mm!" Noel nodded as she secretly held up her book.

"Hey I see that!" Makoto snapped making her run, "You get back here!"

"No!"

"...what just happened?" Danny blinked.

"Noel likes to...wait. Hey wait!" Sam exclaimed as she joined in chasing after Noel.

"...uh…"

"Noel likes to write romantic poems or stories based on what materials she sees," Ben explained.

"Material...what material?" Danny asked.

"Not even gonna explain that part…" Ben muttered.

"Neither will us!" Sam and Makoto shouted as they chased Noel around.

"Danny, what's going on down there?!" a girl's voice shouted from upstairs.

"Nothing, Jazz! Just…weird stuff with my new friends!" Danny replied.

"You get back here!" Makoto and Sam snapped.

"No!" Noel cried as she escaped them by running around.

"This is normal to us." Tsubaki argued.

"Eeyup." everyone else nodded.

"Yeah us too." Tucker spoke.

"...Perhaps we should go back to what we were originally doing before all these series of events happened," Kajun suggested, "IE...gathering supplies and such for the Halloween event Makoto has in mind."

"Ah! I totally forgot!" Makoto gawked, carrying Noel under her arm, "To be fair we had to invade a party, fight Ghostfreak's evil half...sneak into Danny's house...deal with evil Ghostfreak...then Kajun went full on crazy…"

"I'm right here."

"You know what you do." Makoto argued.

"She has you there…" Mai sheepishly chuckled, making Kajun pout a bit.

"So are we...good?" Danny asked, "No more super villains...no more evil…"

"Can't be sure…" Ben muttered.

"...Rook, stay in the van," Tsubaki whispered into her badge, "If anything bad happens, let us know."

=Can do= he replied, =I am enjoying this...computer guy position as Tucker called it. I get to relax and meditate...while still telling Ben he is doing things wrong=

"Hey!" Ben complained.

"Eh I do it all the time...it has ups and downs." Tucker shrugged.

"Hey!" Danny complained.

"Heh. So they both like to mess up," Makoto smirked teasingly.

"Hey~!"

"Relax I'm kidding…" Makoto giggled before blinking, "...hey. Where's Jenny anyway? She wasn't there this morning."

"...Your telling me you lost the robot girl?" Danny asked.

"We didn't lose her. We…"

"She went for an early walk around the city," Noel answered, making the group look at her, "...what? We talk…"

* * *

"Mmm...this feels nice," Jenny smiled to herself, sitting on a rooftop while in her human disguise.

Normally she wouldn't have been able to feel the win in her face...but thanks to er gift from Kajun...she could feel it in a way. The way the wind blew through her hair..the way it hit her artificial skin...it made her feel human. Just as she was about to get up, a scream caught her attention, causing her to look to see some people fleeing from something.

"...And here I thought today would be normal," Jenny whispered, tapping the jewel on her bracelet as she changed to her normal appearance, "Oh well...got some time to zing by." she then jumped off the roof before the jeets in her boots activated, sending her flying to the source of the problem, "Okay. Who…?"

"Raaagh! I am the Box Ghost! Fear me~!" a ghost in the form of a heavy set man dressed as a blue collar dock worker floated around lifting boxes around.

"Box Ghost…?" Jenny asked as her hair drooped down in disappointment, "Aw...Danny said you where the worst…"

"I...hey!" Box Ghost snapped as he glared at her, "I am not the worst! I am to be feared, for I am the…!" he began before Jenny's hands converted into a large pair of hammers, "...Box Ghost?"

"Question...are you always intangible or only when you want?" she asked.

"Uhm...when I...AH!" he cried as he was sandwiched between both hammers suddenly before he could finish.

"Just checking!" Jenny smiled as she reverted her hands and let a literally flattened Box Ghost slowly waft down to the ground, "Ahh...I missed badguys like this...even if he was the w-"

"_Huh...was expecting Danny to show up…"_

"?!" Jenny tensed as she looked around, "Who's there!?"

"_Honestly should not have used that idiot as bait to lure him out...still...would be nice to use someone else as bait."_

"Bait?" Jenny repeated before narrowly dodged an attempted grab at her, "Ahh! Who...D-Danny?!"

"Oh...you'd be forgiven for thinking that." the figure spoke fully revealing himself, "Though I'd hate to keep getting mistaken for that munch...just call me...Dan."

"...what do you want?"

"Well I wanted you to be that annoying younger me...so I could see if a ghost can have his neck mangled to dust." he laughed, "Well...a half-human half-ghost...lord knows I've done it to both humans and normal ghosts….I wonder if I could do the same to robots…."

"?!" Jenny tensed as she immediately got into a defensive stance.

"...Nah. I need you alive to lure out my younger self...So…" Dan began with a dark grin, his hands giving off a menacing dark-green glow,, "I'll just have to beat you as slowly...and painfully as possible."

* * *

"Ah…" Danny gasped as a blue wisp of breath could be seen coming from his mouth, "Whoa...that's a big one…"

"Another ghost attack?" Ben guessed.

"Yeah..but th-" Danny began before an explosion went off outside, "?!"

"We with alternate forms...shall go check that out." Ben spoke.

"You guys...get the gear needed to save our butts." Danny added.

"I like they acknowledge we save them…" Sam smiled.

"It took forever to break down that ego." Makoto added.

"It's surprisingly easy with Danny…" Sam added.

"We're right here, ya know…" Ben and Danny deadpanned.

"Oh we know." both girls replied.

"Girls make great friendships to fast…" Tucker spoke, "They're all against us!"

"True…" they all spoke in unison.

"We're gonna go do the hero bit." Both boys spoke, running out the back door as two flashes of white and green light where seen, "Hero Time/Going Ghost!"

"This feels like something out of a Saturday morning cartoon now…" Makoto muttered.

"Finally someone else besides me sees it…" Sam sighed.

* * *

"Ahh!" Jenny cried as she was sent crashing into a wall, bits of her body covered in burnt marks and small dents, "Starting to think...I'm in over my head here…"

"Oh what was your first clue, sweetie…" Dan Phantom mused, "Honestly if I had known there was something like you in my time...I would've exterminated you."

"Your..time…" Jenny repeated before Dan grabbed her by her neck, "You're...from the future…"

"_A_ future if that wasn't obvious…" Dan smirked, he then stopped as a red wisp flew out of his nostrils, "Oh speak of the annoying little devil." he smirked turning to see Danny and Diamondhead, "Danny and...hmm...you seem familiar...have we met?"

"Uh dude...this guys ripping off your style…" Diamondhead spoke.

"Oh no…" Danny paused, "Y-YOU!"

"Well hello there Mini-me…" Dan spoke pushing Jenny away as Diamondhead ran off to check on her, "Super hero team ups...aw...you're getting big in the world,"

"How are you even back?!" Danny demanded

"Oh you never got rid of me...and since I'm still here without my timeline existing...well...I guess I don't need you." Dan explained before punching his fist and blasting Danny sending him flying and skidding across the ground.

"Gah!" he cried before being struck by a punch that tore a divot in the concrete road.

"What's the matter...I thought you'd gotten all my powers by now?" Dan taunted lifting his younger alternate self into the air with him, his hand then flashed with green energy as he punched Danny sending him flying back down and landing on the street, "Come on Mini-me. I know these you can do...but how about this?" he asked forming green flames in his hands before blasting them and setting the road itself on fire, making Danny jump out of the way of the flames, "Didn't expect that, did you?"

"No!" Danny yelled before blasting his own blast of green energy at him, only for his alternate future self to flick them away like they were nothing, "?!"

"Oh and as for how I got out...unsure, but…" Dan paused as he gave a grin, "I can tell someone was messing with time…" he mused, "Now...I can fight you seriously...no more holding back like last time."

"H-holding back?" Danny asked.

"I needed you alive Mini-Me...so you would grow up into me. But since...that no longer matters...what good are you?!" he shouted as he blasted fire from his hands again, making Danny duck around each blast.

"Ben, I could use some help here!" Danny shouted.

"Ben?" Dan repeated before he was blindsided from Diamonhead's fist, "...Oh yes. Now I remember you...you're that hero that screamed 'you took everything from me!' after I destroyed Bellwood."

"What…?" Diamondhead asked, his eyes widening in shock.

"Hahaha...Man, was that fun! We never did settle that old deadlock score...man, we tore up half this country last time we fought in my timeline...Ah, good times!" he laughed, "In fact...I pretty much hunted down every hero on this planet...decided to mess with them a little...and then...well...you saw my future, Mini-me…"

"You did what?" Danny asked, his eyes glowing in anger.

"Oh you're so uptight...you don't even realize how powerful we are...Arguably one of the two strongest people on Earth…" he muttered, "And I aim to take that number 1 spot." he spoke while blasting at them as Diamondhead got in the way and used his arms to absorb the laser...before blasting it back and sending Dan flying away.

"Part of me is mad...the other part disappointed I have to learn in one future, a version of me was such a doofus he let this jerk go wild," Diamondhead spoke, "Uh...No offense, Danny…"

"None taken. I hate this guy just as much, and I know how to take him down again…" he spoke, taking a breath of air.

"Oh the Ghostly Wail...how cute." a second voice spoke as a purple beam struck Danny, making him cry in pain.

"Vlad!?" Danny coughed.

"Hello, Daniel...I see you've met our guest." Vlad motioned to Dan as he phased through rubble that buried him.

"Oh no...you two are working together?" Danny asked.

"I would call it more...defense of self interest," Vlad spoke as he and Dan aimed and began blasting as Diamondhead formed a wall of crystals that blocked them.

"Oh this is gonna be_ fun_," Dan spoke, blasting yet another beam.

"So...energy beams...those seem painful," Diamondhead spoke as his wall was bouncing the beams away and into the air.

"How are you doing that?" Danny asked.

"Refraction," Jenny explained, earning a confused stare, "You know when you shine a light off a mirror and it shows up on the wall across from it...or a prism makes a rainbow?"

"I...I knew that…"

"Jenny, you okay?" Diamondhead asked while fiddling with the Omnitrix.

"Fine...just some dents to buff out later," she sighed.

"And a few wires to reattach," Danny added, pointing to a pair of exposed wires in Jenny's arm.

"I got it," Diamondhead said before flashing to Upgrade as he extended his arm as it melded over Jenny's before releasing it, now fully repaired.

"Dude, how many things can you turn into?" Danny asked.

=Don't know...how many powers you got?= Upgrade countered.

"Touche…" Danny replied before they all flinched, hearing a loud wail-like shreek as the crystal wall that was their cover began to crack.

=Let me guess...the Ghostly Wail?= Upgrade asked, backing away.

"Yep. Took him ten years to learn it," Danny replied, "And me learning it was the only reason I was able to beat him."

"Well...despite the evil thing, he's still you," Jenny argued.

=So when you fought him, your body and his body must have begun to synchronize...so you began getting new powers earlier than normal= Upgrade added =It's like that time Future me and myself fought Mega Mutated Vilgax. He was way better at the alien hero thing then me...but I held up fine!=

"Wait, the more I fight me...the stronger I get?" Danny asked.

=Well...conceptually…= he chuckled, =But I mean...it's either that or…= at that, the wall broke down as Dan growled in victory having broken it down =Well...you know...he kills you=

Dan punched through Upgrade only to blink as the alien instead formed around him, becoming a straight jacket that kept his arms behind his back. He grunted, trying to break free only to cry in pain as Upgrade began zapping him. Danny joined in, as he coated his fist in his green energy and punched his evil alternate timeline's self, sending him flying back. Vlad blinked before yelping as he was blasted by Jenny, taking him by surprise and therefore preventing him from going intangible.

"You're such a Bluenose Egg," Jenny noted.

"A bluenose egg? Hmm...Ah, yes. Robot from the 1920s if the news reports were right about you," Vlad noted, "Such an outdated machine."

"Bleh…" Jenny countered as she blasted at him again.

"Charming…" Vlad muttered, forming a barrier which deflected the blasts away.

"You might think I'm outdated, but at least I don't keep chasing after a married Sheba who's given me the icy mitt repeatedly," Jenny pointed out.

"Why...DANIEL!" Vlad shouted, shaking a fist at Danny.

"Hey, I had to tell them everything!" Danny argued as he was punched by Dan, "GAH!"

=I got him!= Upgrade spoke, jumping to catch him only for an energy burst to rip him apart =I don't got him…=

"Even in this time, you're a nuisance, Tennyson," Dan noted.

=Hey. I see a bad guy; I take 'em down all the same...=

"And I love beating the goody-two-shoes of the world," Dan smirked, "Though you're a lot less annoying without those...Ultimate modes."

=Ultimate modes...so he is from a different timeline...I don't have those anymore!= Upgrade realized =Man, time travel is weird…= he muttered as he was blasted, making him explode and splash all around the street.

"Ben!" Danny panicked.

=Chill= Multiple voices spoke as each splot formed into Upgrade's head, each looking at Dan before blasting him with green optic beams, making him scream in pain and surprise.

"...That's freaky," Danny muttered.

=Alien~= Upgrade replied while reforming =Speaking of which...you got that Thermos? I think I can boost its power to suck evil you back in=

"...Shoot!" Danny facepalmed, "I knew I forgot something."

=You forg-HOW COULD YOU FORGET?!=

"We were in a hurry!"

=You could've grabbed it just in case!=

"Boys…" Jenny groaned.

"Daniel, Benjamin…" Vlad began before blasting both Upgrade and Danny into a car, "Behave yourselves."

=He's...gonna be annoying…= Upgrade groaned before tapping his Omnitrix =Girls, where are you?=

=On our way to where we say the explosions= Tsubaki replied.

=Ugh, what was that wail?! It's still ringing in my ears!= Makoto complained.

=Not explosion...just one of Danny's...and his future evil self's powers...long story…= Upgrade groaned as he began reforming around the car repairing it and turning it into a futuristic sports car which quickly unfolded multiple weapon ports.

"...Oh I remember this trick…" Dan smirked just as Upgrade unloaded all his weapons at the evil ghost..only for him to go intangible and let it all pass through him, "Not gonna be surprised this time…" he smirked just as he reformed.

"Then how about by this?!"

"Hmm?" Dan raised a brow before hissing in pain when a shot hit him in the shoulder, "Grr...who…"

***BAM!***

"GAH!" Dan screamed as he was sent crashing into a wall.

"...Huh...wondered what it would be like to punch a ghost," Makoto muttered as she stood up, wearing her armor and a pair of metallic blue and black gauntlets.

=Wow, he was sent flying= Upgrade awed as he jumped off the car =What's with the gloves? New tech Kajun and Rook made after messing with stuff from Danny's place=

"Eeyup. Made them in case we dealt with any ghost while on the job," Makoto replied as the others arrived via Rook's truck, "...Speaking of ghost...that was your evil future self, Danny?"

"Yeah," Danny replied.

"...Dang is he creepy...even creepier than not-count Dracula over there," Makoto admitted, jerking a thumb over at Vlad.

"Not c-OH! RUDE!"

=Eat plasma beam…= Upgrade spoke as Vlad formed a shield, only to be shot from behind by Danny, making him face plant into his own shield =Nice one=

"Thanks. He always goes for the reflecting shield but leaves himself open from behind...I could never take advantage of it until now." Danny replied.

"Grr...you…" Vlad began before Mai's spear and Tsubaki's sword were aimed at him.

"I wouldn't move if I were you," Tsubaki warned with a frown.

"Oh yes. I'm scared of sharp pointy things…" Vlad spoke before one poked his face ever so slightly, "Oh...you made it so it can hurt me. You really are clever kids."

"And you will be placed under arrest for manipulating and causing harm to a Plumber Agent in an attempt to bring back a dangerous villain," Tsubaki countered.

"After we finish dealing w-" Mai began before Dan came bursting out of the wall he had crashed into, "?!"

"Okay...who…?!" Dan began to demand before noticing Makoto and her friends, "...Huh...you're new…"

"Eep!" Noel yelped a bit as she leapt behind the truck.

"Wow. So this is bad future you, Danny?" Makoto asked once she got a better look at him, "That explains the bad complexion, pointy ears, and why his hair's on fire.

=He looks like an evil Elf= Upgrade laughed.

"Well here's hoping the weird skin tone isn't a thing that comes with age…" Danny muttered, "I do not want that…"

"And this is why I look back on being a teenager and sigh…" Dan sighed for emphasis before swinging his arm, sending out an energy disk that hit the ground with a powerful explosion, "Tell me, Mini-me, figure out how to do this one yet?" he asked, forming energy in his hands into the shape of a sword.

"...I really gotta practice my powers better…" Danny whispered with wide eyes.

"Yes...you should," Dan smirked as he slashed down, unleashing a cutting wave of green flames.

"Ahh!" Danny tensed as he quickly jumped out of the way.

"Heh. Like th-" Dan began before using his free hand to block a pair of punches from both Makoto and Jenny, "...Really? You really tried that old ploy?" his head turned around 180 as he hissed at them, "Boo~!"

"Gah!" they jumped back.

"HahahahaARGH!" he stopped as he was blasted by a beam of multicolored energy.

"Hey, flaming Alucard...That the best you got?" Chromastone asked, lowering his arms.

"Grr!" Dan growled, shooting at Chromastone who absorbed the energy beam, "Oh forgot this one."

"Thanks...but I got plenty of energy of my own..._here_!" he spoke, raising his hand and blasting the same green energy blast and sent Dan flying, "So...his own ghost energy hurts him...huh...it's like Pokemon logic…" he grumbled while charging up another blast.

"Can you do stuff like that sooner?" Danny groaned rubbing his head.

"I got an idea, Danny...blast me with all you got." Chromastone ordered.

"Uh...Dude, that's insane."

"I'm a living conductor for all forms of energy...trust me. Unless you're packing a dimension's worth of energy I'll be just fine," he added, "Now blast me...I've got a great idea."

"I never like when he says that!" Makoto snapped.

"Hey I come up with good plans!" he argued.

"Most of them almost get us killed!" Makoto complained.

"You're exaggerating…" he groaned, blocking Dan's energy sword before absorbing the sword itself. He then punched Dan with an energy coated punch, "Ooh...I like that trick...taking that."

"Ugh...just do it...can't be worse than fighting two evil Castlevania wannabes…" Makoto sighed to Danny.

"Alright…" Danny sighed, charging up a giant sphere of green energy in his hands, "Here goes...something!" he shouted, blasting it into Chromastone's back as he began absorbing the energy.

"Oh that doesn't look good…" Vlad realized as he swung his cape and vanished in a swirl of green smoke.

"Ah…" Dan took a deep breath as he reared his head back.

"HA!" Chromastone roared, punching his arms forward as his entire body unleashed a powerful green energy stream.

Dan's counter was to open his mouth and unleash a green shockwave-like screech. Both attacks clashed with one another, causing a powerful flash of light followed by an ear splitting explosion.

"AHH!" Makoto screamed as she held her hands over her ears, "I knew I wasn't gonna like it!"

"Urgh...What was that?!" Mai groaned, everyone else covering their ears as well.

"The Ghostly Wail," Danny replied, "Best attack I've got."

"Well it hurts!" Makoto complained, "It was like someone scratching tin-foil nails on a chalkboard...while chewing on tin-foiled ice!"

"Hurts worse being on the other end of it based on the aftermath of the few times I used it," Danny noted.

"What happened to evil Danny and Ben?" Tsubaki asked.

"Grr!" two voices growled as the dust cleared, showing both Dan and Chromastone grappling with one another.

"Hahaha! It's like good old times!" Dan laughed.

"You seem more like a nightmare…" Chromastone grunted.

"And I'm sure the you I fought in my time had plenty of those…" Dan smirked, "I bet you kept seeing that image in your head...when I took your family and friends from you..._one. By. One_."

"Grrr…" Chromastone growled as he began glowing. He moved one arm back before punching Dan, making him stagger back, "Your timeline might have been fun for you...but you won't hurt anyone in this one!" he shouted, unleashing glowing punch after glowing punch as he pushed Dan into a corner, "Never again!" he roared, swinging another punch only for Dan to phase through the wall and letting it take the brunt of the next strike.

"Better luck next time, Ben old buddy old pal!" Dan laughed, reforming atop of a building, "I'd love to stick around and do this whole little bit of ours with a younger model...but sadly I got other plans. And oh...are they plans."

"Ha!" Chromastone roared, unleashing another giant blast from his hands as Dan vanished again, "Grr...coward!"

"I can't track him…" Rook spoke from the truck, "It's as if he disappeared from the area entirely."

"Is it possible he can camouflage is energy?" Kajun pondered.

"That or he went into the Ghost Zone…" Danny spoke, "He could make portals there on his own."

"...Then that makes him truly dangerous," Tsubaki noted in worry, "He could appear anywhere he wants on Earth, and no one could see or hear him coming…"

"Great...Even more reason to hate time travel…" Chromastone groaned, reverting to Ben as the Omnitrix timed out.

"...Wait. You girls said you were from the future…" Danny recalled as he looked at said girls from the future.

"That is true. Wh…." Kajun began before tensing, "...Danny...where exactly did you have your evil self sealed away?"

"A part of the Ghost Zone owned by this ghost named Clockwork."

"And Clockwork is…?" Tsubaki asked.

"_Right here."_

A clock appeared in a burst of blue light. The minute hand spun around it, wiping it out to reveal a blue-skinned ghost in purple robes. His chest sported an actual door with a black grandfather clock's ticker swaying inside of it while a pocketwatch was on his black belt. Several watches decorated his black gloves while he held a silver staff ending with another watch. His left red eye had a scar going over it. He was rather elderly-looking, hunched over with a long white beard.

"Hey...he's got the same name as one of my aliens!" Ben laughed.

"Ben Tennyson," the ghost noted as he changed from an elderly man into a young child with two buck teeth, "Paradox quite enjoys speaking of you when we enjoy a bit of tea."

"What the…?" Makoto gawked as the child ghost changed into a well-built man.

"Yeah, this is something he does," Danny noted as Clockwork looked at the Beastkin.

"Ah, a Beastkin. To be here…" Clockwork noted, becoming an elderly man once more, "How you bypassed the Master Unit is quite the mystery." he glanced over at the other girls, "Many of you as well…" his eyes widened just briefly when his gaze met Noel, becoming a child again, "Ah...The headaches and panicking that one must be going through." he chuckled.

"Clockwork, how is evil future me free?" Danny asked.

"I was actually pondering that myself until I saw those around here," Clockwork replied as the adult held up a broken Fenton Thermos, "The question is how did he get the strength needed to be released?"

"...I think I may know…" Kajun spoke, earning the group and Clockwork's attention, "Much like how Ben's Chronosapien form was affected after he saw Makoto-which resulted in Tsubaki, Mai, and myself coming here-I think us somehow being here...gave him the strength to be free."

"But how? The only way he could…" Danny began before it dawned on him, "...Vlad's Ghost Zone portal…"

"Yes...that was decent enough proximity," Clockwork agreed while his elderly arm put the broken thermos back into his robes, "It was enough of a disturbance to allowed your...alternate self...shall we call him Dark Danny or perhaps Dan Phantom to escape."

"What I don't get is how he's still here," Danny frowned, "I thought history was changed."

"He exists outside of time now. He has since he stranded you in the future and he travelled to the past," Clockwork replied.

"Wait...then I broke time?!"

"You cannot break time, Daniel," Clockwork replied, once more an adult, "Remember that time is like a parade and all the ways it may or may not take."

"Hah?" Makoto asked confused.

"He's saying that while people tend to see time going one event after another like a parade when you're just watching it from the street, he sees it from up above and all the paths it can take," Kajun explained.

"And all the paths it could have and might not take…" Ben added, "You see time more like a map rather than a path."

"You have spent quite a lot around Paradox indeed," Clockwork chuckled, a smile on his elderly mouth.

"So...Dan...exists outside of time. Meaning it's less like he's in the past and more like in an alternate dimension," Tsubaki spoke.

"Exactly. Therein lies the trouble. Dan Phantom comes from one of the worst timelines I've seen. One where Danny loses himself to the darkness through giving up his humanity and one where heroes have more or less left the world. The only reason he never took over the whole Earth was the Ben Tennyson of his world. For some reason or another, he has a sick obsession with settling their...rivalry."

"Meaning it got put on me since his Ben isn't here. _Great_…" Ben groaned, "...Wait a second. Any chance you could bring that Ben here?"

"That depends. Would you prefer the eastern half of the entire continent intact or shattered in islands?" Clockwork replied, his childish face marred with a frown.

"Had to ask…" Ben sighed, "Seems that me still had the Ultimatrix...so he had better combat potential."

"Hm...Did he now?" Clockwork arched an eyebrow as he became an adult again, "Regardless...each version of Ben and Danny have something unique to them. So, what is it you two have that makes you different?" he finished as a smirk grew on his elderly face, "Something to think about."

The two began to ponder his words as the others decided to let them go off into their own world. As the two did so, the rest continued the important conversation with their new time travel savvy ally.

"So...how can we stop Dan?" Tsubaki asked.

"Stopping him entails multiple concepts...defeating him, which Danny has done before by using a power he did not expect," Clockwork began, reverting to his child form, "Detaining him would entail another Thermos...preferably one that has been enhanced to contain him. But then lies the question of 'where do we put him?' With time as fragile as it is...my domain no longer seems optional. Neither is the Ghost Zone as a whole nor the Null Void…"

"We'd have to be far away from it on the off-chance us being near it would cause it to fail like this did as well," Kajun added.

"Ugh...It'd be nice if there was a planet not even ghosts could handle," Makoto groaned, "We could just send it there and if he escaped, there'd be no way of him being able to deal with being out of it."

"There is one planet like that," Tsubaki answered.

"...huh?"

"You speak of Anur Vladias, do you not?" Clockwork questioned, stroking his beard in contemplation.

"Anur...Vladias?" Jenny repeated.

"There was once a race known as the Vladat," Clockwork explained, "You might consider them the alien equivalent of a vampire."

"...a...alien...vampires?" Noel repeated with a light gulp.

"Settle, young Azure's eye," Clockwork advised, his small hand patting her shoulder in assurance, "Centuries ago, they were wiped out completely. But to perform such an act...it required an entire planet to be wiped clean of life. That planet is Anur Vladis."

"He's right. It's uninhabitable and has become what Plumbers have labeled a 'dead planet,'" Tsubaki added on, "From what research was performed by several different races in the galaxy...No life can exist there anymore."

"None?"

"Indeed. Not even the hardiest of lives could survive. Not Celestialsapiens, nor Ectonurites, nor even water bears," Clockwork explained, "So powerful is the undeath of the planet, merely being in its orbit will begin to drain the life force of the living. But to be on the surface, not even a spirit would be able to survive for longer than a mere 3.1098713942149302 seconds. In other words..." a smirk came to his adult lips, "An ideal place to contain someone within a tightly bound container and have no worries for their escape."

"...Wait. Then how are we gonna even send him there, much less find him?" Mai asked...before holding her hands up, "I'm not tasting anything before you suggest, Makoto."

"Boo…" Makoto booed.

"Leave bringing him to Anur Vladis to me once he has been captured," Clockwork replied.

"So...we just need to catch him," Mai spoke.

"In other words…" Makoto turned to Danny and Ben as they began muttering amongst one another of things, "These two idiots…"

"Well...they are your idiots now, aren't they?" Clockwork smiled.

"Ah nuts…" Makoto replied.

* * *

"Ah...that was a pleasant battle...but I just barely begun…" Dan smirked, floating around the confines of the Ghost Zone, "I've yet to cause so much more damage...so much more despair...now…" he opened a portal showing Bellwood, "Shall I destroy this place again...or shall I target somewhere else more important…? ...Actually...in fact, those girls...they had a rather odd...yet tantalizing energy to them...something that...oh...ohohohohohoho! Oh I see now...they're from an alternate future...no wonder I was able to break free."

Dan then stopped as the whips came from his nose. He stopped to think...that never happens in the Ghost Zone unless something stronger than him was present. He looked off into the distance where he felt the presence.

* * *

"Okay one problem at a time...get Ghostfreak out of here...and then deal with evil you-know-who," Ben spoke as he and Danny walked downstairs to the lab, the two walked past the open Thermos before jumping back, "Why is it empty!?"

"Oh Danny! I see you brought your new friend...you just missed me sending a ghost we caught back to the Ghost Zone," Jack spoke, walking past them.

"Dad...you didn't…" Danny whispered as the two looked at the closed portal.

"Eeyup! Rather sickly looking guy, too! Guess he missed some home cooking back at the Ghost Zone!" he chuckled, "'Sides, what could we do with a weak thing like that? Now that ghost boy! Him we can dissect!"

"...He's in the Ghost Zone…" Ben spoke.

"Oh no…"

"Hey lunch is...what's with you two?" Makoto blinked as Ben and Danny stood their frozen, "...Seriously what…" she began before slowly noticing the opened Thermos, "...Please tell me neither of you…"

"It was my dad…" Danny replied with a whisper.

"You mean..._he's_...in _there_?" Makoto pointed to the portal.

"Uh-huh…" Ben spoke before falling over.

"AH!" Danny screamed in a mix of frustration and terror.

"...Oh, I just had to want a haunted house for Halloween…" Makoto groaned, her ears and tail drooping down, "...Oh and I just had a scary thought…"

"What could be worse than him…"

"Him and Dan encountering one another…"

"...You're right. That is scary…' Ben and Danny paled at that.

* * *

"Well now...this ain't something you see everyday," Dan smiled as he watched Ghostfreak stab his claws into a random ghost before opening his mouth and draining them of energy.

"Much...better," he smirked, his body much healthier looking now. He reached up and grabbed his head before twisting it right side up, he then grabbed at the skin around his neck before it formed into a hood he pulled up over his head.

"Trying to go for a grim reaper look?"

"?!" the evil Ghostfreak tensed as he shot around, "...you! Th...wait...you seem to be the Halfa..and yet...the way you smell...not a trace of humanity on you."

"You...give me the same vibe as Tennyson…" Dan admitted, "But at the same time not at all...so...what do we do, freak?"

"Don't call me that...That's the stupid name Tennyson gave me...and now that I'm free of him, I want to be free of that cursed name…" he growled, his teeth growing sharper in his rage, "The humilty of embracing a stupid child's name...I am the high lord of the Ectonurites...I am their master...my name is Zs'Skayr!"

"That's quite a tongue twister…" Dan muttered, "As for me...well I'm not anything like my past self...like you said, I have no humanity in me. I'm fully ghost...you may refer to me as Dan Phantom...the scariest most despair inducing thing in the world...well, in my future of course, but who's counting?"

"So...each of us has a disgusting link to an annoying teenager with super powers...why not make a club?" Zs'Skayr replied.

"Why don't we just work on a way to make them suffer?" Dan smiled.

Zs'Skayr smirked at that, "Well...that doesn't sound half bad really."

* * *

_GT: Well, this is not good. Not good one bit._

_SZ: Out of the frying pan...from into the fire...and into the volcano...hoo lordy…_

_Z0: I did it...again, ehehehehe!_

_GT: Yes, yes you did._

_SZ: And we're still not done with this arc...so stay tuned g-*collapses*zzzzzz!_

_Z0: *tosses sleep dart gun over to GT* He did it…_

_GT: *tosses it back to Z0 before vanishing in a puff of smoke, leaving behind a sign reading 'Read and Review!'*_

_Z0: Good night everybody! *shoots self with sleep dart making me pass out and fall on a desk* _


	24. Going Ghost Pt 3

_SZ: *sits in a meditative state, dressed in a monk-like attire*_

_GT: *walks in* ...I am not giving everything I own away, nor my identity, nor will I shave myself and constantly fall down stairs like Yosemite Sam did for Bugs when he told the guy that he had a great treasure._

_SZ: Who says you are...this is more for unity..and to help start the next part of this arc….that and I've been playing Indivisible, the latest indie game to come out._

_GT: Ah. Never heard of it. Then again, been more focused on Pokemon Sword and Shield with the recently revealed Galaran Ponyta along with Pokemon Go. They're doing a Halloween Event where Pikachu is dressed as Mimikyu and Bulbasaur's a Shedinja. I forget what Squirtle and Charmander are, but those four are in costume._

_SZ: Ahh...it's an indie RPG that is really fun so far. Ajna, the main character of the game can summon people that decide to join her journey into battle...by absorbing them into her head via them becoming balls of light..I'm not sure how that works. Still playing hte game._

_GT: Ah, I see. Well, folks, here's-hopefully-the last part of the Halloween chapters. As always, we don't own any series used in this. And since Z0 hasn't arrived yet…*pulls a lever* SZ, ever see the Book of Life?_

_SZ: Not since that one clip you showed me no...why?_

_GT: *ground shakes* Oh, not much. But, uh, you may wanna flee from the giant skeleton bull made from thousands of bulls that were killed by a family of bull fighters over the years that's also on fire. *takes out a sombrero before dropping it on my head...causing it to completely cover me before blowing away, revealing I was gone*_

_SZ:...ahh...then I have something to counter it since I beat it…*closes eyes as an orb of light came out of me..and formed into a Zinogre* bull..meet Zinogre...get him boy!_

_*giant skeletal bull on fire rams through a wall and wrecks the studio with the Zinogre*_

* * *

"...I...I don't...are you…" Tsubaki stuttered in disbelief, "He's out?!"

"His fault," Ben and Danny pointed at one another, "What?! How is it my fault?!"

"You dad was the one who let him out!" Ben snapped.

"Yeah, well...you should've hid the thermos or took it with you!" Danny argued.

"Well you could've put it in some safe so your dad couldn't get to it!"

"I was too busy being traumatized by Kajun doing...wait a second."

"Kajun!" both called.

"Eh?" she blinked.

"Her fault!" they both declared simply, "We never would have screwed up if not for her...wait, how are...stop...no...Stop...Cut it out!"

"So...the skinny nightmare fuel GhostFreak is in the Ghost Zone…" Tucker noted as he looked at the portal, "...I am not going in there."

"Well we kinda have to go in there…" Danny sighed, "You saw what he could do just being near an open portal. Imagine how strong he's getting while _inside _there."

"Wait. We're going into a portal...to a dimension of ghosts?" Makoto asked, her face going white until Mai's spear whacked her upside the head and knocked her out.

"Sorry. She gets really grabby when terrified," Mai informed.

"I already sent out an emergency call to Magister Tennyson in case he sees the evil Ghostfreak or Dan," Rook informed, "If worse comes to worse...th-"

"Don't!" Ben exclaimed, "Dude...just...don't say anything to make things worse..."

"Is it even safe to travel in there?" Tsubaki asked.

"We have a ride for when we need to go in there," Sam explained, "Plus while in there the rules are swapped. Anything that's alive can pass through all their buildings and etc. In the Ghost Zone, it's like we're the ghost."

"Good idea, but we may need some people here in case either Ghostfreak or Dan is spotted," Tsubaki stated as she pondered for a bit, "...Ben, you and Danny will lead a team into the Ghost Zone while the rest of us stay here to monitor the situation."

"Oh no yeah. 'Cause going to the world of the dead has always been on my bucket list…" Ben muttered, looking at the portal.

"Well...We'll avoid the prison there," Danny assured.

"...There's a prison there?" Ben asked, "How do you even know that?"

"Ended up locked in there one day," Danny answered, "...It was really harsh in there, especially the guy who runs the place."

"...h...how harsh?" Noel squeaked, already hiding behind Mai.

"...Anyone ever see those old prison movies, like the Shawshank Redemption or the Green Mile?"

"So...Makoto stays here…" Ben and Rook quickly replied.

"I volunteer!" Mai quickly offered.

"I'm always up for a trip in there," Sam shrugged.

"I...I'll stay here…" Noel gulped.

"I will go to assist," Rook offered, "I am rather intrigued on what this 'Ghost Zone' looks like."

"I'm coming, too!" Jenny offered.

"You sure you're up for it? You got dented up pretty badly against Dan," Danny pointed out.

"Oh trust me...I want to give that guy some payback," Jenny argued, banging a fist into an open palm, "Not to mention give Vlad a punch in the schnoz for that 'outdated' comment. If anyone's outdated, it's his looks when he's transformed."

"Then both teams are set then," Tsubaki noted with a nod, "Just be careful in there…"

"Don't worry. It's us," Ben assured.

"Which is why I worry."

"Hey…" Ben groaned.

* * *

"Well...that didn't turn out the way I hoped," Vlad muttered as he floated back into his lab, "That Dan is very unpredictable...nothing at all like his current self...maybe I did too good a job with him in that timeline."

"Eh you could say that." Dan's voice spoke, making Vlad scream as he turned to face him, "Sup?"

"How did you...?"

"I can make my own portals to the Ghost Zone...can't you?" he smirked, holding a little portal in his hand, "Hey look it's almost the size of the one my dad blasted you with!"

"...duly noted…" Vlad muttered as he regained his composure.

"Oh and by the way, I have a new house guest."

"Hmm?" Vlad raised a brow at that as he turned...to see the face of Zs'Skayr staring at him, "?!"

"Yeah. Turns out Tennyson learned how to steal my tricks...or rather tricks I did with my parents tools they never figured out how to use. Seriously how stupid do you have to be to not perfect half the crap you make…"

"Grr…" Vlad growled in annoyance at that.

"But enough about that. We need to borrow the lab for a bit, 'dad'," Dan stated as he moved over to a computer.

"Now hold on. I…" Vlad began before Zs'Skayr pulled out a scythe and aimed it at his neck, "?!"

"I don't believe that was a question Vlad…" Zs'Skayr chuckled, "Why not let us go forward with our plans...it'll be a real _scream_!"

"Ha ha! I _love_ this guy!" Dan laughed.

"...Wait. There's a good chance Daniel -along with Benjamin and his little group- will no doubt come after you two," Vlad pointed out, "How will you…"

"Oh trust us...no doubt they'll follow me into that realm…" Zs'Skayr stated, motioning to the portal to the Ghost Zone, "Little do they know...they will be in for a nasty surprise."

"Knowing that young and stupid me...he'll take Ben in with him, leaving those too afraid to come after this nutcase." Dan smirked as the scythe swung at his neck only to cut through green slime, "And that will split them up power wise."

"So while the two strongest threats to us on Earth are stuck running around the Ghost Zone facing all of Danny's old enemies and our traps, we'll be here on earth...setting up a nice welcome home present for them." Zs'Skayr laughed.

"And it will be glorious…" Dan smirked darkly.

'_...I thought I'd never say this, but Danny...you better hurry and stop these maniacs!' _Vlad thought.

* * *

"I hate everything about this," Ben spoke as he and Danny finished prepping the vehicle they used to traverse the Ghost Zone.

"I hate it too, but we can't just leave that evil Ghostfreak floating in there," Danny countered, "I mean, he might be eating some poor guy's soul in there or something. Plus, there's my evil future self, and we certainly can't let him roam freely to do whatever he wants."

"Yep," Ben agreed.

"I'm serious. For all we know, he's already doing what he did to the ghosts in his time to the ghosts in the present."

"...What did he do?" Jenny asked.

"He actually made the Box Ghost scary," Danny replied.

"I...doubt the validity of that...but I haven't seen it so…" Jenny shrugged.

"Just...trust me on this," Danny added as the group hopped into the vehicle.

"Just be lucky you didn't encounter any of my other bad guys in that bad future," Ben countered before blinking a bit, "...Although given evil future you, he might've axed them to 'thin out the competition'."

"I'd rather you _not_ talk about this subject…" Makoto argued.

"Oh come on it's not like you guys existed in that timeline." Ben argued.

"Yeah, because our timeline had to deal with a planet destroying monster that made a majority of the world uninhabitable with those surviving having to live on top of mountains, and having to deal with a really corrupt world government," Makoto countered in a deadpanned tone.

"Right...oh shoot. Do you think your future is related to that timeline?" Ben asked.

"I mean...from what I hear, evil me made the world...a wasteland." Danny added, "Maybe he unleashed whatever that thing is you talked about in your timeline."

"...that might seem possible…" Kajun muttered a bit, "I mean, no living thing can withstand so much Sethr that now covers the surface of the Earth, so it may be possible ghost can withstand it…"

"Ah-ba-ba! No more talks of this!" Makoto replied.

"How odd...normally you're the one who makes us picture unsavory things…" Tsubaki noted the irony.

"Well sorry for me having a vivid imagination!" Makoto snapped.

"If not for the fact your a girl, I'd mistake you for a perverted old man." Tsubaki added, making her sputter in disbelief.

"What?!"

"She kinda has you there…" Mai pointed out.

"H-hai...," Noel added with a nod.

"Eh?! You too, Noellie?!"

"You d-did get kinda grabby the Mai during our first year at the academy…"

"...Grabby h-" Tucker began before Sam pinched his neck, making him tense as he collapsed on the floor.

"No..none of that."

"Thank you Sam." Tsubaki sighed.

"It's what I do." she shrugged, "You get use to it after knowing Tucker for so long...and how to hold back the urge to hurl when he tries his bits…"

"And we're usually there to pick up the pieces when he fails," Danny added.

"Okay...everything is set," rook spoke as he sat at the driver's seat, "Is everyone strapped in?"

"Ready as we'll ever be," Ben replied.

"Good, then open the portal Kajun."

"Doing so n-" Kajun began.

"Um...guys?" a girl with long orange hair held in a teal hairband spoke as she poked her head into the lab, "You may want to hurry. My and Danny's parents are coming down here to pick something up."

"Book it got it!" Ben spoke, kicking the petal to make the ship go.

"WAIT!" Rook shouted as they shot through the portal like a bullet.

"...wow," Makoto slowly blinked, "...wait. Did they forget something impo-"

"Oh Jazz! Good timing!" Jack's voice beamed, "Think you can grab the Extra Large Fenton Thermos for us? Is in the big drawer in the bac of the lab!"

"Of course, dad!" Jazz replied as she ran towards the back of the lab.

"Jack honestly, we have enough tools. I'm sure we c-"

"You can never be too careful Maddie!" Jack assured with a laugh as he walked in, "Plus I wanna beat out the traffic when we get to Vlads and not get boxed in...much like the jockstrap incident."

"Ah that's...TMI…" Makoto complained, getting the said gadget for them and tossing it to Jack who was unprepared and knocked over by the force of the throw.

"...I'm okay!" Jack gave a thumbs up.

"Wow you are really strong." Jazz noted.

"Oh trust me you've seen nothing." Tsubaki added.

* * *

"...okay...this place is spooky central…" Ben noted, looking at the area around them as some debris floated nearby the ship.

"That's putting it mildly…" Mai added with wide eyes, "And so...green."

"Oh trust me. You've seen nothing yet," Danny stated as he looked around, "No sign of Dan or that Evil Ghostfreak...or any of the bad ghost I've faced...and that worries me actually."

"Oh no it's a trap…" Ben groaned.

"Ben you can not just assume…" Rook began before blinking a bit, "No it is probably a trap…"

"Most likely," Jenny added, looking to the side before her eyes widened, "Incoming soundwave!"

"Sound-WOAH!" Ben yelped as a green wave of sound hit the ship, a riff of a guitar being heard in the air.

"Ah geez...Ember's here," Danny groaned, his face mashed against the window before he got off it.

"Ember?"

"Ghost girl who's bit is hypnotizing music."

"Oh..wait. Hypnot-" Mai began before the ship was his once more.

"Come on out, Danny! I wanna give you a rocking encore you'll never forget!" a ghost girl with flaming teal-colored hair declared on a nearby piece of debris, doing a hard riff on her guitar as she unleashed another soundwave at the ship.

"She really doesn't like him after he ruined her plan to make the whole world fall for her music," Sam explained, "We had Tucker ruin it with his awful singing voice, people hated her music so much she had what I can only describe as a mental breakdown on stage. Eye twitch and everything."

"Dang...and I thought I drove my bad guys cr-" Ben began before something landed in front of the ship, "?!"

"...oh crud. Skulker," Danny whispered.

"Oh I'm gonna enjoy this…" Skulker grinned as he aimed his missiles at the front window, only to flinch a bit when a green flash went off, "?!"

=Hey this is a rental!= Ben's voice declared as Upgrade's fist uppercutted Skulker sending him skidding back, =And we didn't get the insurance, so hands off Ghost Khyber!=

"My name is Skulker…"

=Really...I just see a metallic version of the Hunter who goes after me...only no dog that has a predator for all my powers...which means...oh you'll be easy, for two reasons. 1: I'm an alien who makes any and all technology better...and 2: This is a ghost hunting ship filled with weapons that I bet sting like heck= At that the ship deployed several large cannons and missiles batteries as a multitude of aim dots formed on Skulker, =So...wanna play who has the better weapons...no never mind...I'm winning=

"...oh you little…" Skulker began with a frown before he was sent blasting back into some floating debris.

"Need help babe?" Ember asked mockingly.

"Woman, I don't even know why your here!" he snapped.

=Pretty sure its to watch you get blown up= Upgrade replied, forming all his weapons into one giant blaster.

"Whoa whoa whoa! 'Babe?' You two are dating?" Danny blinked.

"If by dating you mean she comes with me to everyone of my hunts then yes."

"That is way better than Lunch Lady and Box Ghost I'll admit that." Danny muttered.

"Totally…" Sam nodded.

"Ugh don't get started on them…" Skulker groaned.

=Hey Skull face...if I blast you at max power...will you like regenerate from the leftovers?= Upgrade asked, charging up a giant ball of energy.

"...you distracted me…"

"You keep falling for it." Danny shrugged.

=Buh-bye~=

"CURSED ALIEN BOY!" he roared as the blast struck him and sent him flying into a random door, "Oh hello Technus…"

"Really...every time I take a bubble bath!"

=...did that just sound like Gilbert Gotfried?=

"Huh...never noticed that." Sam muttered.

"Sa...wait...he just bumped into Technus…" Danny realized, "...Jenny, you might wanna be careful."

"Why?"

"Matter of fact, hey Ben. Upgrade's never been taken over by people who control techs, has he?" Danny asked.

=No. Why a...this Technus guy can do that, can he?= Upgrade asked before he suddenly punched himself in the face =Ow! Question retracted then…=

"See?! I told you it was something new!"

"Can ya give me a minute? I'm still in a towel here…"

"Give him a minute!" everyone snapped.

"See?! Thank you…"

"Just how many enemies do you have, Danny?" Mai asked as the ship began to rock back and forth, as if Upgrade was trying to fight for control of both it and himself.

"About as many as Spider-man, not counting the time me, Jimmy, Timmy and Spongebob saved our universes," Danny replied.

=...What?= Upgrade blinked at that before catching his own fist =Ha! Nice try!=

"Danny...you said all your ghosts were nowhere to be found right?" Sam asked.

"...yeah…" Danny replied in a light worried tone.

"What's happening back home?"

"...oh shoot."

* * *

"Ahh!" Makoto screamed as she narrowly avoided an exploding car, "Remind me to smack Danny upside the head when he gets back for not telling us about every one of his villains!"

"Wait. You said Danny...So are you guys on my side?" a young girl that looked almost exactly like Danny in his Ghost form asked...minus the mini-ponytail she sported as she floated down.

"Umm...What the what...Danny?" Makoto blinked.

"Dani. It's spelled with an 'i' instead of a 'y.' I sensed a lot of ghosts and two powerful ones...So I thought Danny needed my help and I end up finding you guys," she explained, "So quick, tell me something to trust you or I could start blasting all of ya."

"Uh...Danny and Sam have a crush on each other but don't admit it out of teenage stupidity?"  
Makoto responded.

"Not big. Literally the entire town knows that. Besides, I'm joking," she said while blasting Box Ghost in the butt as he fled, "I'm not as strong as Danny, so back me up ok?"

"...Well considering some of our heavy hitters are elsewhere.." Makoto began as she backfisted a creeping ghost, "Sure. Tsubaki?"

"The more help…" Tsubaki began using her shield to block a knight ghost's slash before pushing it back, "The better!" _'How could this happen now? Did Dan and the evil Ghostfreak plan this?'_

"Why are so many even out!?" Makoto complained.

=It could be possible they're being summoned from a Ghost Zone portal...most likely Vlad's...that or Dan is summoning them through his own portals= Kajun replied over Makoto's badge.

"Oh boy, isn't that pleasant to think about!" Makoto grunted, punching another ghost.

"Dan?" Dani repeated as she blasted a crow ghost down, "...Oh don't tell me Vlad made another clone of Danny."

"Clone of...huh?"

"Long st-" Dani began before a swarm of crow ghost were shot down, "?!"

"Th-that was close…" Noel spoke, shaking a bit as she hid behind some debris for cover, "Still...scary…" she looked over at Dani, "Ah! D-Danny turned into a little girl?!"

"Boy, I hope the others are doing okay…"

* * *

"GAH!" Danny screamed as he was blasted down onto a floating island, "You know...I came here to save this place, but maybe I should let the evil future me have _some_ time with you guys…"

"Try and make me punch myself, huh!?" Big Chill growled as he blasted Technus and Skulker with ice blasts from his hands, "Why not take a cold shower?!"

"Why didn't you tell me he could turn into a hundred other things!?" Technus complained, "Or that the watch thingy is impossible to control for me!"

"I didn't know!" Skulker snapped before Big Chill punched him with his fist covered in ice.

"Well you should've done your homework, b-!" Ember began before bringing up her guitar, blocking Mai's throw spear before she ducked under Jenny's thrown punch, "Oh ho! Ganging up on a gal, huh?!"

"To be fair...you're the bad guy for attacking first," Jenny argued with a deadpan expression, "You don't really get to argue our cheating when you cheat all the time."

"I mean it's not inaccurate!" Technus spoke as Danny punched him, "Gah my face!"

"Ooh, this looks important…" Big Chill spoke looking at Skulker's arm noting a PDA acting as a control system.

"Please don't mess with that…!" Skulker panicked.

"I'mma do it," Big Chill replied tapping a button making his jetpack activate against his will, "Ha!"

"No! No! No!" he panicked as it turned on and flew him off and into another floating island.

"Hahaha...ah...what a doofus!" Big Chill laughed.

"That...seemed like a design flaw…" Rook noted from the ship, "Could he not…"

"RAAGH! I am the Box…!" Box Ghost began before Rook simply fired a net from his Prototool, ensnaring him as he fell, "Ghost?!"

"Hm...yes you are," Rook replied simply.

"Seriously Skulker. You're still using that nerd's stuff in your suit!?" Ember complained.

"Woman!" he snapped, "If you know something better, I'd love to hear about it!"

"Need a minute? Trust me, I know how difficult willful women can get," Big Chill taunted, folding up his wings as he landed in front of Skulker.

"...I'm not sure if that was supposed to be a jab at Makoto or myself," Sam noted in slight annoyance from the ship.

"Knowing Ben and his ability to insult multiple parties without trying...unintentionally both," Rook argued.

"You know...I wish I could've gotten a smoothie before we headed out..." Big Chill muttered to himself, unaware of green ghostly mist appearing behind him.

"?! Dude! Don't say those words!" Danny panicked.

"Huh? Why? I was just..."

"_Your wish...is granted~"_

"...There's a ghost lady behind me, isn't there?" Big Chill asked, completely calm.

"Yep," Danny replied in the same calmness.

"Arabian attire? Kind alike a belly dancer or something?"

"Yep."

"Grants wishes, but it's more of a monkey's paw sorta situation with them?" Big Chill asked as a shadow came over him.

"Yeah."

"...Bring it," Big Chill stated as a giant living smoothie roared behind him.

"...I...have several questions…." Rook blinked in confusion.

"Same!" Jenny and Mai exclaimed before they dodged a soundwave from Ember.

"Why is there a ghost genie?!" Mai shouted.

"I never ask; I just go with it," Danny replied as he blasted at the shapely djinn-like Ghost near the smoothie that tried to attack Big Chill, "But I will ask this though...why are you guys even attacking me?! I...Dan enlisted you guys, didn't he?"

"Let's just say he had our best interest in mind…" the djinn-like ghost replied.

"That and if we played a distraction, he…!" Technus began before Skulker covered his mouth.

"Shut up!"

"Knew it…" Big Chill noted as he blew a blast of freezing air at the giant living smoothie, freezing it solid, "Dan must've been wanting us to come here…"

"Which means the human world is being attacked right now," Jenny realized before she was knocked back by a soundwave from Ember, "Hey! Easy! I like music, but not when it sounds so miffed off!"

"Y...what? Miffed off?" Ember blinked at that, "Whoeven says that?"

"Oh darb! Someone who knows the right slang!" Technus exclaimed, "Honestly, there are days when I wish for a bit of giggle water to deal with the headaches that come from the youngsters these day."

"...Nora Wakeman a familiar name to you?" Jenny asked.

"Nora? Oh, now she was a choice bit of calico," Technus noted, "Such good times in college and-and-and you're XJ-9, aren't you?"

"I am."

"Wait you know her?" Danny asked.

"I knew her mother!" he corrected, "She talked about her endlessly when we got together for old college reunions...ah parenthood sounded so great." Technus waved off.

"Now is not the time for this, Technus! Who knows how long the...what…" Skulker stopped as he watched Upchuck sitting on the Smoothie Monster as he drank from the straw.

"Huh...Makoto's right. It is adorable." Mai noted as they watched Upchuck drink the contents of the Monster Smoothie until the cup part of its body collapsed in.

"That...was disgusting." Danny spoke simply.

"I love it when magic makes that happen." Upchuck laughed as several tongues licked his lips.

"Insolent little welp!" Skulker snapped as he aimed an arm cannon at him, only to blink as Upchuck literally bit his entire forearm off, "Oh come on!"

"Upchuck can eat anything…" Jenny explained.

"Wait anything?" Ember asked as four tongues grabbed her guitar and snatched it out of her hands, "HEY!"

"Bleh...tastes like a need for attention and validation." Upchuck groaned.

"HA! Told you!" Skulker snapped.

"Don't you start with me, 'babe'!"

"...do you two need a m-" the djinn-like ghost began.

"Butt out of this, Desiree!"

"Yeesh. Such temper," Technus cringed.

"Think about couple counseling?" Upchuck asked as he burped and fired a green energy ball that exploded in Skulker's face.

"Okay now that's just disgusting…" Technus spoke before one blasted him in the face, "I was right!" he cried, falling into Skulker, "It smelled like motor oil and wheat grass…"

"Get off me!" Skulker snapped.

"Need some h-"

"Don't you start, woman!"

"So wait. All of him is just a suit?" Upchuck asked Danny.

"I know weird right?" Danny nodded.

"If I ate the whole thing what part would I need to avoid to not get my literal pocket dimension stomach haunted by a cranky ghost?" he smirked.

"The head. It's where he controls the whole thing," Danny smirked back.

"...Oh cr-" Skulker began before all but his head was wrapped up in Upchuck's tongues, "?!"

"That...is utterly horrific…" Technus noted.

"And I thought Lunch Lady's food was horrifying to look at when she's making it…" Deisree muttered."

"Uh Skulker...Babe?" Ember began.

"Not a word woman!" his head barked as it was still functioning normally, "How mortifying. The hunter becoming the prey."

"Don't sweat it pal, Upchuck is the literal top of the food chain...his species eat entire planets." Upchuck replied, laying on his back and rubbing his tummy before burping a bit, "Excuse me…"

"Ew…" Mai gagged a bit with Jenny.

"Well that seems poetically ironic…" Danny smiled.

"Do you even know how to use that word?" Desiree asked.

"He doesn't!" Sam called out.

"Sam!" he complained before a giant fist struck him, sending him slamming into their ships windshield, "Not the time…"

"Hey. I've got nothing to do," Sam shrugged.

"Mayhaps we sh-" Rook began before a giant pair of hands grabbed the ship, "?!"

"Did you forget about me?" Desiree asked with a smirk, her hands glowing in green energy as the hands sent the ship crashing into a small island.

"Little bit yeah…." Sam grunted.

"I am not a fan of anatomical shapeshifters…" Rook groaned.

"Don't worry! I…!" Upchuck began before he was suddenly engulfed in a cage of green fire, "...really? A fire cage?"

"They get creative…" Danny grunted.

"Creative? Please…" Upchuck began as he tapped the Omnitrix Symbol, engulfing him in a flash of green light as he changed into Heatblast, "I can j-Ahh! Cold!"

"Like it? It adapts to whatever you turn into," Desiree smirked.

"I'm starting to hate genies now…" Heatblast muttered.

"We've hated her for over a semester of school now!" Sam replied, "Oh duh...I wish you'd let Ben go...and you'd hit Ember!"

"Gh?!" Desiree tensed at that before she snapped her fingers, causing the flame cage to disappear, "Your wish...is granted."

"Oh you..!" Ember began before she was hit with a giant fist, "GAH!"

"Wait. It was that simple?" Mai blinked.

"I know...we kinda keep forgetting." Sam sighed, "I mean seriously we keep forgetting...I guess it's because we are so used to the by the books hit and fight…"

"...she has a point there," Jenny spoke, "We tend to forget that sometimes with some of our villains."

"...and honestly surprised it's just you four," Danny noted, looking at each of his villains.

"I am here too!" Box Ghost declared down below.

"Was thinking of something worse waiting on us, like the ghost dragon or.." Dany began before a green flaming slash nicked his cheek, "...Fright Knight…"

"You idiots can't do anything right…" an armored ghost covered in purple flames spoke, floating there, "Let me show you how it's done." he formed a ball of purple flaming magma in his hands before launching it at Danny, who formed a barrier...only for the explosion to blow him away.

"Ow...forgot he can do that…"

"Uh dude? Who's that?" Heatblast asked as he helped Danny up.

"The Fright Knight, also known as the spirit of Halloween," Danny explained, "He's...he's really powerful and not to be taken lightly."

"Hmph," Fright Knight scoffed at that before deflecting an energy blast from one side with his sword before using it to deflect Mai's thrown spear. Just as it was about to bounce off the air again, he grabbed it before throwing it back at the bluenette, who yelped as she jumped back from the now flame engulfed weapon, "Pathetic."

"So...he's the strongest around." Heatblast noted, messing with the Omnitrix, "But I think I figured him out."

"Ben."

"No point going in guns blazing...if he's the strongest thing after our evil parts…" he went on tapping the Omnitrix as he transformed into ReBoot, "Then I need to fight him with a smart plan." he spoke forming a sword out of data energy.

"So an honorable duel...how foolish." Fright Knight aimed his sword at the alien shape shifter.

"Maybe…" he replied as they charged and slashed, clashing swords. Fright Knight blasted at ReBoot, who seemed to glitch and let the attack go through him, "Maybe not." he spoke forming two floating swords that blocked his next swing, ReBoot held his arm back as it began glowing and used it to punch the Knight ghost, sending him skidding back, "Lets just say...I got a few cheat codes to even this up."

"...hmm. So you have some skills…" Fright Knight noted, "..Very well. Let us see who is the better of us, child…"

"Dude I've ended wars, saved the galaxy, faced gods...if you think I'm scared of a wannabe Pumpkin King..." ReBoot began as he held his sword up, "You're just asking for this butt kicking."

With that the two clashed again as they flew around the area. Everyone cringed feeling bursts of air as they clashed multiple times. Explosions went off as both fired beams from their blades at one another. The two clashed as their heads bashed against one another as well. Both growled as their eyes began glowing. The two jumped away from one another before firing optic beams that clashed with one another. ReBoot swung his arms out as four floating cannons formed in the air above his shoulders. They all fired off at the same time merging the beams into one larger blast that began overpowering Fright Knight.

"?! I..impossible!" Fright Knight exclaimed.

"Ben's been practicing with this new form a lot." Mai explained, "He's learned to build all sorts of constructs and how to fight with him."

"He might not act like it but he prepares for things." Jenny added.

"GAH!" Fright Knight cried as he was blasted into an island.

"Ha! That was easy!" ReBoot laughed.

"Impossible…"

"You know I'm starting to think this was a bad idea…" Skulker spoke as Ember picked up his head.

"Was your first clue? The alien boy turning into a mass of sentient digital energy that overpowered him?" Technus asked, "Spoiler...we all are realizing it!"

"Duh!" ReBoot laughed, "Now tell us what Dan and Ghostfrek want!"

"Ghost...who?"

"Uh duh. The Evil Ectonurite th-"

"Ahh! Where?!" Technus panicked as he rapidly looked around.

"Wait...you guys know what those are?" ReBoot asked, floating down to stand in front of them, "How do you know what they are...I mean they're aliens."

"Foolish boy...Ectonurites are not just aliens, they are ghosts." Skulker replied, "They exist between dimensions, only reaching the mortal world via naturally occurring portals on the alien world Anur Phaetos. We thought they'd all left for there and finally left us in peace."

"Peace?" Danny asked.

"Their power are near limitless here...they even feed off us…" Skulker sighed.

"They're your predators!" ReBoot realized.

"No duh, idiot!" Ember snapped.

"So you guys what? Drove them back?"

"Yes." Skulker sighed, "One day some five years ago, the few remaining here where called away…"

"Wait I know this story!" ReBoot spoke, "Yeah Ghostfreak tried one last attempt on Earth before Azmuth locked him up...and before Vilgax freed him...ugh. He just keeps escaping everything…Anyway, he made a portal and I guess it was a Ghost Zone portal...and called all his friends to earth. It was a whole thing but we sent most of them to the Null void via shenanigans...and thanks to Vlad, he's back..."

"Plasmius…" most of them groaned.

"I mean you guys realize your are working for an Ectonurite right now given he's teamed up with the evil alternate future version of Danny who according to him...tortured and tormented his worlds version of you." ReBoot explained.

"..."

"..or you already knew…" Danny realized.

"Can you blame us? He threatened to sic that...that monster on us!" Desiree exclaimed.

"What were we suppose to do!? Say no and wind up lunch?!" Ember argued.

"Wow...so once again you guys are running scared from the real big bads…" Danny crossed his arms, "This is Pariah Dark all over again."

"Yes, but Zs'skayr…" Fright Knight began as he got up, using his sword to stay balanced, "That thing..he is far different. It is like he is the Grim Reaper..only he steals souls and eats them for his nourishment."

"Trust me...I shared a body with him since I was ten years old…" ReBoot argued, "I know how creepy he can be."

"You've shared a body with him?" most of them asked as ReBoot sighed and slapped the Omnitrix, changing to his GhostFreak form.

"Boo!" he shouted, making them jump, "As you may or may not know, these things have their minds in their DNA...that means that poor ten year old me had to fight that monster...and guess what? Me and my family beat him...twice...three times if you want to count the time I did a Bram Stoker and burned him to ash with the morning sun."

"I am gonna take his word on that." Mai spoke.

"Bram who now?" Danny asked landing next to him.

"The man who wrote Dracula...oh wait...right. D in English…" Sam sighed.

"Hey...C...a solid C!" Danny argued.

"What we're trying to say is...if you want him taken care of, we can do it." Jenny offered, "But you need to stop attacking us and let us do our part of the job."

"Or you could help us?" Danny offered.

"...why should we help you?" Skulker frowned.

"Trust me..I've fought versions of you in the future Dan is from and..not pretty," Danny replied.

"Also the time with the Ghost King." Sam added.

"But that was…"

"Christmas incident…" Sam cut them off, "Didn't you also help Danny escape prison...after he suggested it…?"

"..."

"Let's face it you guys aren't exactly total diabolical evil...just annoying enemies of the week...you don't want the earth ruined as much as we do...cause that will just cause a housing shortage for all of you," Sam pointed out.

"Yeesh, Sam. That was Morbid…" Danny spoke.

"I mean let's face it. Their schemes are less evil and more whacky most times...I mean kidnap adults to power some ghost kids Pirate ship?" Sam argued, "Technus can't think of a plan for world domination...unless Danny gives it to him."

"It was a lapse in judgement…" Ember argued.

"My shame...is vast…" Technus sighed.

"Plus there's the fact you just wanna hunt Danny for sport, Skulker…even if he keeps wrecking your suits."

"Grr…" Skulker growled in annoyance at that.

"Lets just phrase it like this…" Ghostfreak added, "You could help us stop the real evil monsters out to destroy your world and ours...or you can stay here and wait for them to come back for their fun and lunch time."

"..."

"It is the only options you have," Rook pointed out.

"...Tch…" Fright Knight scowled behind his helm, "Do you promise to make sure Zs'Skayr _never_ returns to the Ghost Zone?"

"I'll do what I can; but he's escaped from the impossible before," Ghostfreak replied, flashing back to Ben as the Omnitrix timed out, "But if we can pull off the plan we have on Dan...it might just work on him, too."

"...Fine. We shall assist you...for now."

"Good. Now let's hurry and find a way out," Ben nodded, "...I just hope the others are doing okay."

* * *

"Is...is that...the last of them?" Makoto heavily panted, standing near a large pile of knocked out ghosts.

"I think so…" Dani replied, wiping a bit of sweat off her face.

"Well well…" a voice spoke, making them all look up at Dan as he floated down, "I was worried that you wouldn't...wait...What is _that_?" he pointed at Dani, "...Oh my god. He didn't…"

"What the….?" Dani whispered with wide eyes.

"Before you assume...no. I am _not_ a clone like you," Dan stated to her with an annoyed frown, "I am an alternate evil version of Danny Fenton, and-ugh!-why did he make clones of me? Especially a little girl one?!"

"Hey!"

"Oh Vlad...I knew you were a creep...but oh…" he groaned, pinching the bridge of his nose, "This is why I killed smart people, too."

"What are you looking to accomplish here?" Tsubaki demanded as she and the others stood ready, despite how tired they were.

"Hmm? Isn't it obvious? To lure away Mini-me and Ben Tennyson so me and my new partner can do what we need to do," Dan replied with a grin.

"N...new…" Noel began before a scythe was aimed at her neck, "?!"

"Hello…" she slowly looked over her shoulder to see Zs'Skayr looking at her with a crooked smile.

"Oh god! Now he became a nightmare fuel grim reaper!" Makoto freaked.

=I am so glad me and Kajun aren't there= Tucker spoke =...Wait. I jinxed it just now, didn't I?!

"Wait, how are you out in the open right now?" Tsubaki asked.

"That would be my little invention which should be taking noticeable effect..._now_," Zs'Skayr pointed up as the sky began getting dark.

"...He's blocking out the sun…" Tsubaki realized.

"Yup! Call it a…'permanent eclipse'…" Dan smirked, "Without the sun giving him a nasty burn, he can roam around whenever he likes…"

"And I am going to savor every moment of it!" Zs'Skayr cackled as he reeled his scythe back.

"Kya!" Noel screamed as she quickly rolled out of the way of his slash.

"Hehehe...You can run...but there's no where on Earth to hide anymore!" Zs'Skayr laughed while swinging his scythe around, forcing them all to dodge out of the way.

"Welcome to our world now!" Dan added with an evil laugh, firing blast of green flames at the group as well.

"I hate it when smart bad guys team up!" Makoto shouted as she dodged a blast, "Tsubaki, any ideas would be helpful right about now!"

"I'm trying to think!" Tsubaki replied, using her shield to block a blast before she was sent skidding back

"I doubt you'll have time to think of much," Dan spoke, raising his glowing hand, "I've always wanted to see what would happen if I blocked the sun. Sadly, kinda hard to make happen...cause, you know, science. Now I'm hoping this leads to some weird timeline with mutants and stuff...Oh, that'll be a riot."

'_Starting to think he might be the reason we got the Black Beast in our timeline!' _Makoto thought.

"But...none of you brats will live to see that world," he smirked while aiming at them, "I'm gonna start another Hero murder spree in this timeline. Starting with all of you!"

Everyone tensed as he fired, only for a figure to land in the beams path. Everyone blinked as the beam was absorbed in.

"Phew...made it in time," Chromastone spoke as he absorbed the energy, "Did Ghostfreak block out the sun again?"

"He's done this before!?" Makoto snapped.

"Yeah. It also mutated people...so…"

"Oh, you cheeky bastard! You never said it would do that!" Dan laughed.

"I wanted to keep the surprise…" Zs'Skayr replied before glaring at Chromastone, "Tennyson…"

"So...going with a Grim Reaper look now, eh Ghostfreak?" Chromastone asked.

"Do not call me by that name! It is Zs'Skayr!"

"Zs'Skayr? As in 'So Scare?'" Chromastone quipped, "Wow. What a dumb name. Honestly, even your partner here's smarter with the naming; and all he did was shorten his name to 'Dan.'"

"Ha! He has a point there!" Dan laughed.

"SILENCE! Both of you!" Zs'Skayr snapped.

"Yeesh. Touchy…" Chromastone muttered before narrowly avoiding a slash from Zs'Skayr, "Woah! When did you get a scythe?!"

"You'll find out after I tear your soul from your body, Tennyson!"

"Had that happen before and it did not end well for the gal who took it," Chromastone replied.

"Wait, what?" Makoto blinked at that.

"It involved a whole lot of things and something that'd be perfect for the Cthulhu Mythos," Chromastone replied before Dan blindsided him with a punch to the face, "Gah!"

"Don't forget I'm here too, Tennyson!" Dan smirked, "Oh and where is Mini-me? I am dying to…" he held a hand up to catch Danny's thrown fist, "Oh honestly...when has this ever worked, Mini-me?"

"Only when it's meant to be a distraction," Danny replied.

"What?" Dan asked before being blasted by a multicolored beam that sent him crashing through a wall, "GAH!"

"Forget I was here, too?" Chromastone smirked.

"Oh, you think you're clever?" Dan frowned as he climbed out of the wall, "But wait…" he looked over at the others, "I have a retort…"

"...Oh, I don't like how he's staring at us like that," Makoto whispered.

"...?! He's gonna try and possess the others!" Danny realize as Dan flew out and headed for the others.

"I think I got something for that," Chromastone spoke before slapping the Omnitrix.

"What the…" Dan blinked as tentacles ensnared him.

"It's still gross using this form at times...but at least I don't have to be afraid to use it anymore," Ghostfreak spoke as tentacles shot out of his torso and captured Dan.

"That just looks disgusting!" Makoto snapped.

"It saved your fuzzy tail, didn't it!?" Ghostfreak snapped.

"Need a minute?" Dan asked, grabbing Ghostfreak by his neck.

"Oh god, I regret this choice almost instantly!" he shouted as he was punched, sending him flying and rolling across the ground before landing in front of his friends, his eye spiraling out of dizziness all along the 'tracks' on his body, "Grandpa...did I score the goal?" he asked as they looked down at him.

"Okay, this is getting old," Danny spoke, floating up to his Evil Alternate.

"I agree...There's no need for two Phantoms," Dan smirked as his fist began glowing with energy, "Don't even think of it. You should know that even if you have my powers...I don't lose energy by spamming them like you."

"Then I'll just beat you the old fashion way then," Danny replied, his fists glowing along with his eyes.

"Ooh...I'm impressed with that rage...maybe your more me than you think!" Dan laughed, showing off his sharper teeth.

"I'm nothing like you!"

"Not yet…"

At that, the two blasted massive beams of ecto-energy. The two green beams clashed with a great flash. Due to its nature, however, it did not cause Ghostfreak or Zs'Skayr to flinch. The two Ectonurites glared at one another. Their claws sharpened before shooting at one another.

"Oh Tennyson, how flattering...thinking you can beat me as me!" Zs'Skayr grinned, swinging his scythe as Ghostfreak turned to gas and let it pass through him.

"But I'm not you...and you were never me. You're gone from my head and I'm not afraid of you anymore…" Ghostfreak argued while grabbing Zs'Skayr's scythe by the handle before he pushed back, slamming him into a wall.

"Oh, but Ben...I'll always be a part of you...and you me. We've been linked since you were ten years old...and now I'll cut it, just like I'll soon do with your head from your body!" Zs'Skayr growled, pushing back.

"I get it...you have a Scythe!" Ghostfreak snapped before rearing his hand back and punching Zs'Skayr, making him shoot back and slam into the street, "I forget how strong Ghostfreak actually is...oh crud!" he cried as a tentacle grabbed and slammed him into the ground.

"Gah!" Danny cried as he was struck by Dan.

"Gr!" said evil alternate counterpart growled, happily slamming a second punch to Danny sending him flying back.

Dan flew forward only to grunt as he ran into a barrier. He growled as he began crushing it with his hands only to blink as it vanished, giving Danny a chance to land a glowing fist into his face. Dan was sent floating back with a look of shock, before turning his head back to face Danny with a smirk. Dan charged as he shot his hand out and grabbed Danny by his throat.

"Oh mini-me...face it. No matter what you do, I'll one-up you in just about everything," Dan smirked, "...huh. Funny...I just noticed this, but a lot of your...well _our _villains loved to choke the hell out of us." he muttered, "Also, good lord, you take an eternity to choke!"

"That...all you got…?" Danny grunted.

"As a matter of fact…" Dan smirked as he tightened his grip.

"Ack! Regret! Regret!"

"Ha! Love it when th-" Dan began before grabbing Ghostfreak just as he tried coming at him, "Also really? You think you'd learn by now from me...what's wrong, Skayr?! Got tired of using Tennyson like a punching bag?!"

"He has no idea how to even use that form…" Zs'Skayr replied, "Doesn't even know how to use the other powers…"

"I have other powers?" he blinked, "Like what!?"

"He could shoot a beam of energy and do telekinesis…" Makoto spoke.

"I CAN DO THAT!?" Ghostfreak snapped.

"You really should look more into some of the ones you don't use just in case…" Makoto deadpanned.

"Ah, and I just learned the tentacle thing…" he groaned as he was tossed to the ground, "Makoto...I'm getting my butt handed to me…"

"Oh! R-" Makoto began before a blast hit her in the back, sending her flying "Gah!"

"Makoto!" Tsubaki gasped as the Beastkin landed near Ghostfreak and Danny.

"Honestly, do you forget who else is here?" the others looked up to see Vlad floating there, his hand glowing a bit.

"To be fair, you are kinda forgettable right now, 'dad'!" Dan countered.

"Do not…!" Vlad began before he blocked an incoming blast, "...Oh ho...Danielle..."

"Ugh...let me guess...She was raised by him...learned he's evil and didn't care for her...now she hates him?" Ghostfreak grunted just before timing out and changing back to Ben.

"Does not help…" Danny began as he coughed a bit, "She's a clone of me…"

"You know the irony is that the whole wrong gender thing might have helped stabilize her as I bet the 'perfect' copy clone melted…" Ben spoke.

"Wow...you really _have_ seen it all," Danny blinked.

"No...I just like sci-fi movies," Ben corrected.

"I do too, but we have more pressing matters at hand," Makoto spoke as she got up, "Seriously starting to feel like Castlevania up in here…"

"Please don't tempt fate, Makoto…" Ben grunted.

"Oh no. Please do…" Dan smirked as he held his hands out, causing dozens of portals to appear as a hoard of tainted green ghost began to fly out, "I want this to be a night to remember!"

"Goddamnit, Makoto!" Ben snapped.

"Argue later!" Makoto snapped.

"...Well, might as well call for Plan B then," Danny spoke.

"Hmm? Plan B?" Vlad raised a brow at that.

"God, I hope they finished with giving those idiot ghosts what they need..." Ben grunted.

"The he-!" Dan began before a barrage of missiles hit his army of tainted ghosts. He then grunted as the red wisp escaped his nose, "Oh don't tell me…" he turned to his Old Villains, "Oh now that's just adorable."

"What is the meaning of this?" Vlad asked.

"You think we're gonna allow that filthy monster to torment us? You have another thing coming," Skulker pointed at Zs'Skayr.

"Hey...I know Vlad is a bit creepy..." Dan began.

"He meant the Ectonurite."

"Well no need to resort to name calling, Vlad," Dan replied.

"Our point is…" Fright Knight began as he moved to the front of the ghost group, "We will not be submitted to that monster's reign of fear. He is a danger to both the world of the living and the Ghost Zone."

"Oh boohoo...tell it to someone who cares about either!" Dan spoke, swinging his hand out and forming a streak of green energy in the air which exploded and began raining energy blasts at them.

"Oh yeah? Well you better get ready for a night on the town, because we're…" Ember began, holding a new guitar as she did a loud guitar riff, sending out a massive soundwave that blocked the energy blast, "Gonna take you to a ballroom blitz!"

"Well...that's bigger than normal...Oh don't tell me...the nerds helped empower you, didn't they?" Dan asked.

"To deal with you…" Skulker began as he crossed his arms, causing a pair of pale-white energy blades to pop out of his wrist, "Worth it."

At that, the ship Ben and co had used to enter the Ghost Zone came flying overhead. Rook poked out of the opened window as he fired a few shots at Dan's corrupted ghost army.

"...Well th-" Vlad began before Jenny blurred by him, punching him in the face as she landed near Ben, Danny, and Makoto, "Gah! Will you people stop interrupting me!?"

"Oh thank god...We got the other bad guys on our side…" Makoto sighed.

"It was kinda easy… They are hardly ultimate evil incarnate. Just massive jerks," Ben explained.

"Oh."

"You just focus on dealing with the Ectonurite and his partner!" Desiree shouted as she summoned an energy wall to deflect a bunch of corrupted ghost, "We will deal with this army!"

=Which should be easy!= Technus shouted from Skulker's suit.

"I still regret letting you in here," Skulker muttered.

=What? It was the only way you could properly use your suit!=

"Ew…" Danny whispered to himself, as if having a flashback.

"...Noel, see if you can target any ghost that try and escape," Tsubaki spoke as she looked at her group, "Makoto, you and Jenny help Danny and Ben. Dani and I will hold Vlad off as best we can."

"Got it!" Makoto gave a thumbs up, "...wait. Where's Mai?"

"Back at the lab to help Kajun and Tucker in case any more spooks escape," Jenny answered.

"Ahh...right then."

"Oh that is cute…" Vlad chuckled as he floated down near Tsubaki and Dani, "You think you can handle me, Ms. Yayoi? Danny has trouble dealing with me most of the time."

"Yeah, you're right…" Danny spoke as he rushed and tackled Vlad through several walls while intangible.

"Hey!" Makoto complained.

"It's part of the plan," Ben spoke.

"Wait. You..._You_ have a plan?" Makoto asked.

"It's all complicated!" Ben countered as the Omnitrix finished recharging. He quickly slammed down on it as he turned into Humungousaur, "Yes!" he cheered before growing to max size.

"He can do that?" Skulker asked, "...Starting to think I might've gone after the wrong prey…"

"Oh, don't you start that again!" Ember complained.

"Woman, let me have this!"

=Do you two need a minute?= Technus asked.

"Shut up!" both snapped.

"...Ignoring the peanut gallery…" Dan muttered as he looked at Humungousaur, "I am gonna have _so much fun _fighting you...Skayr, you can have the hunk of junk and beast freak! Tennyon's all mine!"

"Excuse you?!" Makoto snapped.

"RAH!" Humungousaur roared as he charged.

The two punched at one another, causing a massive shock wave that shook the very street itself. Dan grunted as he was punched back. He rushed back and slammed an uppercut to the giant alien's stomach, sending him skidding back and crashing into a guilding. Dan smirked before Humungousaur's two hands clapped with him stuck between them. Everyone cringed from the sound as Humungousaur kept adding force trying to crush his enemy. He then grunted as Dan phased out of his hands and blasted him right in the face with a giant beam of energy.

"If he thinks I'm gonna let that 'Beast freak' comment slide, I…!" Makoto began in her rant before dodging a slash from Zs'Skayr with Jenny.

"One problem at a time, Makoto…" Jenny sighed a bit.

"I cannot wait to see the look on Tennyson's face when I present to him your corpse!" Zs'Skayr shouted as he unleashed a green energy wave from one of his tentacles at Makoto.

"Hey! That's not the same trick as last time!" Makoto snapped as she dodged it.

"What can I say...you are what you _eat_!" Zs'Skayr laughed as his tentacles all began shooting small energy beams making them jump around to avoid them.

"I so hate you…" Makoto complained as she picked up a giant hunk of rubble and tossed it at the Ectonurite who let it hit him.

"Oh that was cute…huh?" he blinked as Makoto grabbed Jenny's hand and swung her around before the robot girl...transformed into a large blaster rifle, "Well...That's unexpected…"

"Ha! Practiced this one!" Makoto snapped before blasting a large blue beam that hit Zs'Skayr with a massive explosion.

"Did it work?" Jenny asked, transforming back to normal.

"It better…" Makoto whispered as the smoke cleared, revealing a semi-injured Zs'Skayr as he panted a bit, "...yes!".

"That...that felt like I was hit by the sun!" the evil Ectonurite snapped.

"That was my idea," Jenny smirked.

"I will enjoy this…!" Zs'Skayr growled, lifting up his scythe as he unleashed a massive corrupted green flaming slash.

"Woah!" Jenny and Makoto freake as they quickly ducked, letting the slash slice an empty building in two, "?!"

"...Oh yeah...Didn't Kajun say that the darker a place is, the stronger an Ectonurite gets?" Jenny recalled.

"...ah acorns…" Makoto muttered, her ears and tail drooping before both yelped as they barely dodged another slash.

"We really need to deal with him," Jenny scowled.

"Agreed," Makoto frowned, "Only issue is how to get sunlight on him. I mean, the moment we try that again, he'll do somethin' to stop it, like telekinesis or that scythe of his or something!"

"...oh!I got something!" Jenny gasped before whispering something to Makoto.

"..oh...oh I see...oh me likey~" Makoto grinned, "Let's do it."

Jenny nodded as she flew right towards Zs'Skayr.

"Foolish, automaton! You think rushing to me will w-!" the Ectonurite began before Jenny...pulled a camera in her colors out, "?"

"Say cheese~"

***FLASH!***

"GAH! IT BURNS!" Zs'Skayr hissed, using his arms to shield himself as he dropped his scythe, "What was that?!"

"UV Rays...You should be familiar since I kept flashing you with back when you and Ben were one."

"You insol…" Zs'Skayr began.

***FLASH-FLASH-FLASH!***

"GYAAAARGH!" he screeched as smoke began to come off his body, "The light burns!"

"Hey ghosty!" Zs'skayr looked down to see Makoto holding his scythe, "I got your weapon...but-oops..."

***CRUNCH!***

"It broke," Makoto smirked, letting the sawdust and crushed metal that used to be Zs'Skayr's scythe fall to the ground.

"Oh, you…"

***FLASH-FLASH-FLASHITY-FLASH-FLASH!***

"HHHHGRKGRKGKRGRK!" he cried out as his body ignited in flames, "IT BURNS~!"

"Nice touch," Makoto noted, motioning to the mirrors Jenny had deployed from extending her pigtails to behind Zs'Skayr.

"Thanks."

"You insufferable whenchs!"

"Huh...Guess I underestimated Tennyson's f-" Dan began before Humungousaur punched him, sending him crashing into a car, "...heh. Thank you, sir...may I have another?"

"RAH!" Humungousaur roared as he looked around before giving an annoyed sigh, "Forget it...rolling with the joke!" he spoke before punching both hands down and into two cars; he curled his hands, folding the vehicles around his fists as he bashed them together.

"That is...unnecessarily destructive…" Dan muttered, "And that's coming from...Oh crap!" he cried as he was punched through several walls, the makeshift boxing glove exploding due to the impact sending him flying.

"I am the vehicle destroyer!" Humungousaur roared.

"...You got that from that one Hulk movie, didn't you?" Makoto asked.

"Makoto!" he complained, punching Dan as soon as he got up, "Now is not the time!"

"Who says I'm complaining? That was awesome!"

"Hahaha...Okay...have to agree with your woman!" Dan laughed.

"Not His/My Woman!" both snapped.

"Hmm. Could have fooled me."

"SHUT UP!" Humungousaur and Makoto shouted as they punched him in unison, sending him rocketing into the sky.

"Oh...this is so much fun! If I knew your weird friends were so fun...I would have left them alive!" Dan laughed, forming energy orbs in his hands, "But let me show you how I got rid of them in my time." he spoke while letting them float upwards into the air as they began growing.

"...Oh, he's pulling a Frieza…" Makoto whispered as her ears drooped.

"Nah...I prefer a little more controlled…" he smirked as the orbs began expelling a multitude of smaller beams down like rain.

"Everyone move it!" Humungousaur shouted.

Everyone there tensed as they began to avoid the multitude of lasers that rained down on the area, some even hitting some of Dan's army while Zs'Skayr avoided a few.

"Stop firing, you idiot!" the Ectonurite shouted at Dan.

"Why? I'm having too much fun!"

"Grr!" Humungousaur growled, slapping the Omnitrix as he turned to Diamondhead.

He slammed his hands down as giant pillars of crystal began erupting from the ground and began bouncing the beams around and away from everyone. He then grunted as he raised his hands up and lifted the crystals up into the air via some sort of telekinetic control.

"Wow…" Makoto awed for a second.

"HA!" Diamondhead roared while punching his fist upward, sending the giant crystals flying at Dan.

"Yes! This is what I'm talking about!" Dan shouted as he punched one of the pillars, making it shatter; he then grunted as two struck him sending him up higher...then two more struck him, and then another pair struck. He grunted as more and more giant crystals slammed into one another before causing a giant explosion.

"They explode?" Skulker paused for a moment.

"If I want them to," Diamondhead explained with a shrug.

"Okay, seriously! You gotta…!" Makoto began before barely dodging a laser from Ghostfreak, "Gah! Oh right...Forgot about the tentacles…"

"Diamondhead…" Zs'Skayr growled, "Deep down one of your favorites. And the one you've mastered the most, Ben...well second most."

"Grr…" Diamondhead growled at that.

"I bet you could beat us...as _him_?" he taunted on.

"?!"

"Oh? A form even I don't know about?" Dan asked with an intrigued grin.

"Yes...Ben called this form F-" Zs'Skayr began before he was punched hard in the face, sending him rocketing into Dan as the two crashed into a wall.

"Sorry, but that's on a 'nobody else needs to know' bases," Makoto frowned as she landed, her fist clenched.

"Makoto?"

"Sorry...but nobody messes with my friends like that and gets away with it," Makoto stated as she hopped near Diamondhead.

"Oh, and now I'm just upset you held out on me, Ben," Dan spoke, pushing Zs'Skayr off as he marched forward, his hands and eyes glowing.

"Well I'm sorry to disappoint. Actually, no I'm not. You seem like a really evil prick." Diamondhead spoke marching forward as well as the two squared off eye to eye and face to face.

Dan looked up at the slightly taller Diamondhead as the two glared at one another. The two growled as they suddenly swung at each other. The two grunted as Diamondhead's literal diamond hard fist struck Dan's face, while the evil ghost empowered his hand with energy, making the alien stumble back a step. The two growled as they began trading blows back and forth. Dan blocked a swing from Diamondhead before uppercutting him. Diamondhead was sent skidding back only for him to swing his hand down and stop himself. Dan grunted as a diamond pillar shot from under the ground and struck his chin, sending him flying up. Diamondhead roared, pushing his hand deeper as he formed a path of diamond pillars he used as stairs to meet Dan in the middle of the air.

The two punched one again as their fists clashed with one another while in the air. Both grunted as Diamondhead began reinforcing his fist; Dan did the same as his fist began glowing. As the force of their arms grew, a bubble of what looked like pressure formed from the points their fists were clashing. The two were suddenly blown back as it exploded outward. Diamondhead grunted as he began regrowing his arm while Dan smirked as his arm reformed from smoke.

Diamondhead landed as Dan charged at him. He held his arm out as a crystal spyr shot out of the ground and speared Dan. The evil ghost grinned as he dissolved into a smoke like form as he moved around all the spikes Diamondhead formed. Dan reformed in front of Diamondhead and slammed both hands into the sides of his head before unleashing his eco energy in the form of electricity. The Petrosapian growled in pain raising his arms up. He suddenly gripped his hands as he sharpened the edges of his forearms before swinging them down and cutting through Dan's arms. Dan laughed before grunting as Diamondhead put his name to use and slammed his head into his nose.

Dan skid back as his arms reformed the same way as before. He smirked and took a breath only to grunt as Diamondhead rushed and slammed his left hand into his mouth, his crystal fingers growing and meeting behind his head to form a muzzle. Dan's eyes widened as Diamondhead held his right hand back and grew it into a flowering cup-like pattern. Dan looked back as Makoto held up Jenny in her giant blaster form again. The evil ghost cried in surprise as the beam blasted into Diamondhead's other hand and was absorbed into his body, making him glow bright blue.

'_OH….CRAPBA-!'_ Dan realized as the muzzle around his face began glowing until a powerful explosion of energy swallowed most of his upper torso.

"GAH!" Zs'Skayr cried as the flash of light made him back away.

"That...was…" Makoto began.

"Don't jinx it!" Diamondhead snapped as smoke began slowly reforming until Dan reformed...only his hair was mostly gone.

"Damn it…" he grunted as he held his breath for a moment and reignited his hair.

"Oh come on!" Makoto complained, "What hurts you!?"

"Not a whole lot, I tell ya!" Dan laughed, "But that did sting, Ben. Maybe this version of you is more fun than I gave ya credit for."

"You can hurt us all you want, but you can't stop us...not this time!" Zs'Skayr growled.

"No...I can't stop both of you," Diamondhead spoke, "I can't do this alone. I've never done it alone." he spoke simply, "That's why I wasn't doing this to stop this on my own. I was waiting for Danny to get us one more bit of help."

"What?" Dan asked before crying in pain as a green sound wave blast struck him, sending him flying off as he cried in pain.

"Gh...ah…" Danny breathed, his hair turning back to black for a moment before he shook his head, returning it to normal.

"Just one blast?" Dan grunted, "You think that's enough to take me down, Mini-Me?" he growled before grunting as a pink beam struck him burying him into some rubble, "Oh...that's gonna cost you some…" he growled, floating up and staring at Vlad, "Whatcha doing, _V-Man_?" he growled.

"Lets just say...I've learned what you haven't fully told me," Vlad replied with a scowl.

"Oh, is this about the ripping out your ghost powers and taking them for myself?" Dan asked, "Cause if so...you're a few years too late to cry about it in my universe." he smirked.

"Ha!" Vlad roared, blasting at Dan who swatted the beam away with the back of his hand.

"What's wrong? I thought you wanted to kill my stupid old man?" Dan arched an eyebrow, "I thought you'd love this chance? I mean...unfortunately I'd have to kill the rest of my family to but...oh...now I get it, this is about you still creeping on my mom. News flash Vlady...she's as dumb as my dad and you never realized it." he smirked, blasting at Vlad who blocked it with a shield.

"You truly are the most vile monster I've ever met...and that is coming from me." Vlad growled.

"Oh what? _Now_ you care about people? Mister I overshadowed all the richest guys in the world and made them sign their companies over to me?" Dan countered, "Let's face it, Vlad...if not for me, you were one world domination scheme away from losing any shred of humanity you had left."

"Grr…" Vlad growled punching at Dan who avoided each swing.

"Oh what's wrong? Finally hit a nerve?" he asked, rearing his hand back and punching him sending him shooting away and into a building, "You're right Vlad, I learned a lot from you. Now take in the results of your hard work!"

"If my options are an annoying teenager who barely understands how to pass highschool and a monster who murders the only things that matter to me...I'll take the stupid teenager failing math," Vlad replied.

"Hey...I'm getting a D!" Danny argued.

"My point exactly, Danny!"

"Oh how cute...you've gone from villain to Anti-Villain…" Dan laughed, "The irony of this is not beyond me...but then again I still don't even know how to use that word." he spoke, catching a punch from Danny before grunting as Vlad punched him, "Grr!" he growled happily as he punched Vlad before swinging his hand and backhanding Danny.

The two half-ghosts grunted as they flew back and tackled into Dan tackling him through several buildings. Dan roared unleashing a burst of energy knocking them away. He held his hands up and blasted them both making them cry in pain. He then held his left fist up as a sphere of energy formed around it, he twisted his body around as he swung his arm back across his chest before twisting back and slamming the back of his fist into Danny's side as the energy exploded and sent him flying back. Vlad roared as he slammed an energized fist into Dan's face. Vlad flinched as Dan growled and looked up at him.

Vlad cried as he was sent flying back and crashing into Danny. Both groaned, pushing themselves up as Dan marched towards them. The two looked at each other before turning back to their shared enemy with looks of determination.

"Ah…." Dan took a deep breath.

"Ah…" Danny did the same.

"_Ghostly Wail!_" at that, both unleashed their strongest attack as both green sound waves collided with one another, the clash resonating outward from the meeting point.

Vlad floated up as he appeared behind Dan. He grunted as three Black rings formed and created three more Vlads. Each cupped their hands together and fired highly concentrated beams that struck Dan's back, making him falter for a second, making Danny's Ghostly Wail push his back slightly.

Dan grunted as his cape seemed to come to life before splitting into four sections that all grew and extended into four clones of himself. The clones growled as they blasted back against the Vlad's. The Vlad clones lost their beam struggles as they were blasted and sent flying back. The Real Vlad grunted as the clones surrounded him and began punching him from every angle.

"Come on! Do you really think you can gang up on me and try to make me lose the scream struggle?!" one of the Dan clones laughed, "Oh you two are sadly mistaken!"

"Gh…" Vlad grunted as he was held by one of the clones so the others could continue to beat him.

"It's cute you think that the two of you can stop me! I'm both your powers and more!" the clones laughed.

"Maybe…" Vlad grunted as they stopped for a moment, "But you've only had my powers for ten years…" he went on as his three clones grabbed the three who where beating him, "While I've mastered a few more small tricks…" he smirked as his clones began glowing with energy, "Like overloading my duplicates for a stinging explosion."

"...ah sh-" one of the Dan clones began before the Vlad clones holding all three exploded, the resulting shockwave causing the real Dan to stagger a bit.

"And as for you…" Vlad grabbed the last Dan clone before tossing him back at the original, "This is for trying to fool me!" he roared, blasting a beam of pure purple light at the clone, sending it into the original and forcing it to remerge with him. Vlad then swung the remains of his cape letting him Teleport behind Danny, "Ha!" he grunted, putting his hand to his back and channeling his energy into the younger Half-Ghost.

"AH!" Danny roared as his Ghostly Wail grew stronger and began taking a pattern of Green, Blue, and Purple rings.

"?!" Dan tensed as Danny's Ghostly Wail started overpowering his to the point it was starting to come back towards him.

"You're right about one thing, Dan…" Vlad spoke, "I do still have a shred of humanity left...and while I despise Jack Fenton with every fiber of my being and every dollar to my name...I don't want him to die...that is not the satisfying conclusion I desire after what he did to me. So...I'm sad to say that our partnership...is over!" he grunted, channeling even more energy into Danny, causing the Ghostly Wail to grow even stronger.

'_?! ...N...no...not again!' _Dan thought in rage as Danny's Ghosty Wail shattered his and slammed into him, _'I can't be losing again!'_

"Grr...must I do everything mys-" Zs'Skayr began, about to unleash a beam before Makoto grabbed his wisp, "?!"

"Oh no you don't!" Makoto snapped as she swung him around and tossed him away, "Ben, Jenny, now!"

"Huh?" he grunted as he slammed into...NRG.

"Hello…" he spoke as Jenny yanked the top open.

"Whoa!" she cried as the real NRG climbed out while unleashing a bright red light that made Zs'Skayr cry in pain.

"I imagine this must sting...Nuclear light is rather bright and hot is it not?" NRG asked, "Ya...it's hot!" he laughed, raising his hand and slapping Zs'Skayr, sending him flying down to the ground.

"Ah...you had a form like this!?"

"Yeah...but I never like taking the suit off," NRG replied, floating down and crossing his arms as he flashed brighter, "I just realized this might be a good alien to fight you with since he's always producing light. I'm not that smart!" he laughed, "But...I still stopped so called genius monsters like you, Zs'Skayr…" he replied, walking towards him as the Ectonurite cried in pain, "I imagine you'd love to go back to the Ghost Zone right about now, no?" he held a hand up, forming a ball of energy, "But I can't let you go back there...yeah, they are dead...and probably all a bunch of jerks and really annoying losers..."

"HEY!" many ghosts on his side complained.

"But they live there...and you are a major threat to them," NRG continued.

"So what...are you going to destroy me!? Finally cross that line?" Zs'Skayr taunted trying to find any method of turning this into a win for himself.

"Oh heavens no...this...is to blast you into range for Mai's surprise," he explained.

"What!?" Zs'Skayr asked as the ball hits the ground causing a burst of heat and light that sent him flying back and right into a blue beam of a familiar device, "NO!"

"Hey jerkface…" Danny huffed walking up to a coughing Dan, who's costume was tattered and his hair blown out once more, "Next time? Stay in the stupid Thermos!" he shouted as his hand began glowing before he punched Dan, sending him flying back and into the same beam.

"We got 'em!" Mai shouted as Noel helped her aim the larger than normal Thermos.

Once both occupants were sucked in, Noel slammed the cap on as it began spinning to seal into place. Latches closed along the sides as well. A section even slid up to prevent the small little crevice from being exposed, further sealing the device closed. It beeped a few times, revealing a final electric lock for best measures.

"Is it over?" Noel asked slowly as it shook slightly with muffled screaming coming from within.

"Give me one more minute." NRG spoke, flying up into the air, "Come on. We need to destroy the things blocking the sun!"

"I'll…I'll let you guys handle that." Danny panted as he and Vlad changed back to their human selves due to energy depletion, "I...whoo boy…"

"I...I am starting to get too old for this…" Vlad heavily panted, "Th...the machine...is at my mansion...rooftop…"

"I'mma blow it up!" NRG shouted flying off.

"I wanna see! I wanna see!" Makoto shouted, holding Jenny's hand as they flew after him.

"You destroy my mansion, I…oh forget it..too tired to yell…" Vlad groaned as he plopped down. He then looked up to see the other Ghosts, Rook, and the others staring down at him, "...ugh...go ahead...lock me up or whatever. I'll just get out eventually anyways…"

"Oh brother..." Dani shook her head.

"Our debts are repaid, Ghost boy," Skulker spoke.

"I'm not gonna let you go next time any of you show up." Danny replied.

"And likewise...I still want to mount your head over my mantle," Skulker replied.

"Who's mantle...ours?" Ember asked.

"Woman!" he growled.

=Again, back w...nevermind. I need to take another bath= Technus spoke.

"?! Wait, don't…!" Skulker began before Technus flew out of him, causing his body to glitch and sputter before the suit ejected Skulker out, "TECHNUS!"

"Can you guys just go home already…?" Danny sighed.

"Yes...and next we meet…." Fright Knight spoke, lifting his sword, "Your head is mine."

"Hey!" Skulker complained.

"Shut it…" Ember sighed.

"Agreed. I am getting a migraine from all this yelling…" Desiree muttered as the ghost flew off.

"As for you…" Rook began as he lifted Vlad up, "You more or less started all this...and yet you helped stop it…yet you still caused harm to a Plumber Agent and helped bring back an incredibly dangerous criminal..."

"Is there a point here, or can you just read me my rights so I can call a lawyer…?" Vlad sighed.

"Ehem well then...very good."

"Chadzmuth…" Vlad pulled out a phone.

"Oh you have to be kidding me…" Rook and Tsubaki deadpanned.

* * *

"Let's see…" Tucker muttered, checking off things on his PDA, "That's all of them except for...ha…Box Ghost."

"Honestly didn't see him back at the battle," Sam noted, "...I guess he decided to hide back in the Ghost Zone or something."

"Or he's hiding in that store for moving supplies again," Danny sighed.

"Maybe…" Tucker shrugged, "Least there's nothing in the way of Halloween this time...still...wish Ben and the others could've stayed longer."

"Hey. They have their own things back in Bellwood," Danny argued.

"True, but dude! It would've been cool if you joined them! Fighting both ghosts and aliens...think of the rep you'll get!"

"Yeah...because the last time I got rep turned out so well…" Danny rolled his eyes, "Besides, how can they recruit me? It's not like i'm gonna be suddenly enrolled in some special school or something."

"...you…"

"I know. I might've jinxed it, Sam…" Danny sighed, staying silent for a few moments as he waited for something to happen, "...huh. Would've expected a phone call or somethi-"

"Well, I did get Ben's number if we ever need their help." Tucker spoke, "And uh...with our lives. I bet I'll call 'em up next week."

"..." Sam opened her mouth to say something snarky.

"It's only Ben's…" he cut her off.

"Knew it…" Sam smirked.

"I shouldn't have opened my mouth…" Danny muttered.

* * *

"Hoo...finally glad to take a break for a change, " Ben sighed in relief as he stood at a party taking place in the park, dressed up as Spiderman...albeit in an altered version of said superhero's outfit due to the large White Spider on his torso and white patches on his arms and boots, "Also, I gotta thank Makoto for suggestions on the Spidey suit...I look awesome!"

"I still do not understand these...costumed parties here on Earth for this holiday," Rook muttered.

"I keep telling you they are fun," Ben argued, his masks's eyes shrinking in annoyance, "Didn't you have parties on your home planet?"

"Yes...but it was to celebrate a bountiful harvest," Rook argued, "This...I do not understand this Halloween."

"...eh. You'll get used to it," Ben shrugged, "...wonder where Makoto is anyway? She's the one who set up this party any…"

"She said she had to get ready," Mai answered as she walked by, dressed up as Lucina from Fire Emblem once more.

"Ready? Ready for what?"

"Her costume of choice," Tsubaki stated, wearing a Valkyrie outfit again.

"Seriously?" Ben blinked at that, "...It can't be that hard to put on...can it?"

"Tail…" Tsubaki reminded, "It's been rather limiting in terms of clothing options she hadn't modified over the years."

"Ahh."

"Hoo! Finally done!" Makoto's voice exclaimed.

"Hmm?" Ben blinked as he turned to see Makoto, "?!"

"...what?" Makoto blinked, dressed in a rather popular hero costume of her own.

She wore a orangish-brown colored shoulderless corset like top with a fur lining around the V neck lining which stopped just above her cleavage, matching colored shorts covered her waist with a yellow military pouch belt melding the meeting line of the two pieces of clothing making it look like one article of clothing, a pair of grayish-brown tights under her shorts, connecting to her grey boots that stopped just short of her knees with the same fur lining around the cuffs as her top, she wore a tan jacket with the sleeves rolled up, and was short in length stopping just under her chest, to finish her costume she wore a black hairband modified to fit around her natural animal ears, with a small pair of fake acorn earrings clipped to sair ears.

"...I got something on my cheek?" she asked.

"...uh…" Ben muttered before smacking himself, "You look great!"

"Oh...thanks!" Makoto beamed, "Figured since you were going with a Marvel Character, I might as well go with one too! Hmm and a perfect one at that! The Unbeatable Squirrel Girl!"

"But...Isn't that what Ragna calls you?" Rook asked.

"Yes, but she's a legit character from the Marvel comics," Makoto stated, "She even beat the likes of Dr. Doom and Thanos!"

"Wha!?" Ben gawked, "...you're lying."

"Oh no, it's true," Makoto gave a squirrely smirk in response, "All with an army of squirrels."

"...That...cannot be possible," Rook noted, "How can you defeat someone with an army of squirrels?"

"Have them jump in your armor and clothing…" Makoto replied.

"...Yeah, that would do it," Ben nodded.

"I...nevermind. Comment retracted then…" Rook sighed as he walked off.

"Heh heh…" Makoto grinned a bit before looking over at a part of the crowd, "oh! Looking good, Jen!"

"Thanks!" Jenny waved, dressed as Ami from HiHi Puffy AmiYumi as she stood near Noel, "Noel helped pick this one out! …Though Kajun said it would make more sense if I had a Yumi with me."

"I...I would've offered, but...well…" Noel began, dressed in a red bodysuit with black dots all over it, a yoyo on her hip in the same motif, her hair pulled into two ponytails, and a domino mask in the same red and black spot coloration, as she meekly poked her fingers together, "I'm...not exactly the type of person to act like her…"

"So what is with this outfit, Noel?" Ben asked.

"An old show that's not supposed to come out for a few more years," Makoto replied, "Noellie's the Miraculous Ladybug of Paris, France. It's Noellie's favorite old cartoon back in our time."

"Ah, I'm so happy Kajun had her tablet with her when she got pulled into this time," Noel sighed happily.

"You're welcome," Kajun said as she walked by, dressed in a white buttoned shirt with long puffy sleeves, a purple bowtie, a black dress that was opened in the back with the traps in an 'x' pattern, black stockings, and high white boots with purple laces as she was looking at her mentioned tablet, a pair of glasses with purple hexagonal lens on her face, "Hmm...interesting…"

"Come on, Kajun. Put that thing away and enjoy the party," Makoto spoke, _'Besides...we haven't even gotten to the best part yet…'_

"Let me guess, _another_ thing coming out in the future?" Ben guessed.

"Yup. I won't say what series it's from though," Makoto replied with a grin.

"Eh, fair," Ben shrugged.

"Hmm...everything seems calm…" Tsubaki muttered, "...Makoto, what are you planning?"

"Hmm?"

"Everything seems too calm…" Tsubaki stated with a frown, "...You're planning something, aren't you?"

"What? No, I'm not," Makoto replied with a small laugh, "It's just a normal costume party for Halloween. I swear."

"...You're gonna try and scare us again, aren't you?"

"Nope."

"...Jenny, Noel, Mai?"

"Whatcha need?" Jenny asked.

"Did Makoto ask you for anything odd?"

"Odd? Odd how?"

"Odd like…" Tsubaki began before the lights went off...before they came back on as everyone was black and white...like a panda, "?!"

"...Tsubaki?"

"P….p….p-p-p-p-p-p-p-p-p…" Tsubaki stammered before she ran off for the nearest tree, "EEEEYAAAAAAAAAAA!-!-!-!-!-!-!"

"...Makoto…" Mai frowned.

"I swear to god it was supposed to be meant for her...the lights shining down on her I mean," Makoto immediately raised her hands up.

"What the heck?! How did I go Mr. Negative?!" Ben asked.

"Quite unusual," Kajun noted, focusing on her tablet.

"..." Jenny's arm extended and grabbed the tablet before shooting back to her, "Camouflage Mode?"

"Uh-oh. The jig's up," Makoto squeaked

"...Kajun, why?" Mai asked.

"A free pass on not being scared or multiple attempts at being scared by her," Kajun replied.

"...KAJUN FAYCOTT! MAKOTO NANAYA!" Tsubaki's voice snapped.

"...Quick, Kajun! Deploy the Panda Fazbear we put in the tree!" Makoto panicked.

"The Panda what?" Ben raised a brow at that before a mechanical screech went off in the tree Tsubaki was in.

"EEEEEEEEEEEEEEK!-!-!-!" Tsubaki screamed as she bolted out of the tree, "EEEEEEEVILLL!-!-!-!"

"...What the heck did you two do?" Ben asked.

"Oh, Makoto went to the scrapyard to get the materials and I provided the programming," Kajun replied as a robotic panda in a tophat, cufflinks, a microphone in a paw, and a bowtie crawled out of the tree.

"...That's a freaky 'bot," Jenny commented, "I know he's a robot, but still…"

"So why just her?" Mai asked as Kajun had the panda robot wave at them.

"Because last week she swiped my chestnut smoothie," Makoto replied.

"...Seriously?"

"Hey. You don't mess with someone's smoothie," Makoto argued.

"Yup," Ben agreed as the two fist bumped, "...Still, girls?"

"Yeah?"

"Get rid of the robot panda before she comes back," Ben deadpanned.

* * *

"...Maybe I should've gone up there for that party…" Ragna muttered as he looked up at the 'ceiling' of Undertown, "...nah. Big chance I'd encounter the Usagi or something...or worse, gh-"

"BOO!"

"Hmm?" Ragna raised a brow as he turned...to the face of Box Ghost, "?!"

"I AM THE BOX…!" Box Ghost began before he was suddenly uppercutted, sending him rocketing away, "GHOST?!"

"Was that a ghost?!" Ragna freaked, "...nope. Nope! NOPE! Not dealing with this shit! Absolutely _NOT_!"

* * *

_SZ: and with that, another arc is finished..and next tiem is a BIG ARC!_

_Z0: *sealed in straight jacket armor with a Hannibal Lecter mask* I am sealed away till next time...hehehehehehe…AHAHAHAHAHAHA!_

_SZ: 0-0….GT, get the sleeping darts!_

_GT: Oh, I had to use them on OverNerd. But don't worry. I have something that will knock him out. *puts on a Duel Disk* Red Daemons Dragon, if you'd please? *a large dragon's fist hits Z0, burying him into the ground* Thank you._

_Z0: Ahahahaha….*rises up as the restraints begin cracking and breaking* I Lied...I'm going wild again…*voice becomes demonic* __**Run…**_

_GT: Ah well. I tried. Bye-bye. *vanishes to outside of Z0's influence*_

_SZ:...Read and review folks!*Runs outside of Z0's influence..and insanity*_

_Z0: __**Happy Halloween~ **__*rips open hole in reality leading straight to GT and SZ* __**I'm back!**_

_SZ: AHHH~!_

_GT: *in a dimension Z0 can't stand even in his wild state* Happy Halloween, folks._

_SZ:...WAIT! We forgot to address something important, specifically involving a certain series Noel's costume is from._

_GT: Oh, right. Well, since it's a costume and implied to be a series in-universe...that means that we will not be using Miraculous Ladybug as a hero in this._

_Z0: *back to normal* Yes, we talked it over and realized...this world is already pretty freakin nuts! So some of the many possible shows we could use have to be cut for I guess balancing. We rightly can't put everything in without things getting absolutly bat shit insane. I mean as of now...we have Super sentient Teenage robots, Aliens with powers beyond imagination...and now Ghosts with super powers...we...uh yeah we need to draw a goddamn line in the sand somewhere. _

_GT: Especially with how the enemies are made in Ladybug. That...yeah, that is a major issue. Especially if an Akuma was made from Ben via the Omnitrix AKA the dang watch that is indestructible outside of its own Self Destruct mechanism._

_SZ: Yeah...that...yeah._

_Z0: Also I don't think we want to beg the question of more intense VS scenarios. Even if we are just like to totally avoid that...there are some shows where if we bring in all their elements...and take into account the villians In this world...oh no, that's not good. I'm just...bad in how I take advantage of what I have available but...even I know that's too much chaos. _

_SZ: Yeah...take it from our resident action scene master...so we'll try and limit to what we can use in this story…_

_Z0: Yes, but don't worry this is a show that used the Multiverse, so...pretty much any suggestion or question like: What If… the answer is simple: It's all a God damn big ass 'Maybe'. _

_GT: Indeed. So until next time, please read and review. And Happy Halloween to the readers who celebrate the holiday._

_SZ: Later guys!_

_Z0: Back to trying to murder my friends *puts on mask* Gotcha bitch! *swings sword at them*_


	25. Showdown

_SZ: Greeting one and all, and welcome to...hmm...would you guys say this is the season 2 finale for GSE, or Season 3 premiere?_

_Z0: Well if we go by production order...it...it makes no damn sense..._

_GT: Agreed. So let's say it's the end of one season and the beginning of another._

_SZ: Ah...fair enough. Still, we hope you enjoy this as we're bringing in more action, and possible backstory revelations. But before we begin, guys? Anything you'd like to say aside from disclaimers?_

_GT: I may or may not have put a kick me sign on Sun Wukong's back with Z0's signature on it. _The_ Sun Wukong. Not the RWBY one. And then dyed his fur green and left the bottle with O.N's name on it._

_Z0: I already absorbed him and made him into part of my powers...oops._

_GT: Wow. That is OP even for authors._

_Z0: It's actually part of my bit of only I being able to destroy things to his leisure. Kay drop the Axis, *points to the giant asteroid falling towards Earth* Also I'm just a hologram as the real me chills on the moon. Good luck with the fall out and the boom, Ja-ne~_

_SZ: 0-0…..WE OWN NOTHING ASIDE FROM ORIGINAL CONTENT! *grabs GT* SAVE US~!_

_Z0: Also I lied...Sun Wukong is still on his way here...oh look he's turned into a giant great ape. *Hologram Z0 vanishes*_

_GT: *falls over, revealing to be a cardboard cutout*_

* * *

"Welcome children to the Galvan Museum Hall of Predators," a rotund female Galvan greeted as she led a group of young Galvans into a large room filled with various objects with several large windows to bring in the natural lighting, "Despite our diminutive size, we Galvans have used our innate intellect to outwit and defeat every existing predator in the galaxy...except one," she paused as she presented a display of a large bird-like skeleton, "Omnivoracious."

"Ooh~"

"These fossilized bones are all that remain of what was once one of the galaxy's swiftest, fiercest, most cunning, and determined predators in the known universe," the female Galvan continued as she moved over to a green sphere showing a holographic image, "Indeed the Galvan race might have never survived...that is until a freak asteroid collision hit the planet, bringing forth a massive climate change that wiped out Omnivoracious millions of years ago. Now..." she turned as she began to lead the children out of the room, "If you will please follow me to the Azmuth Pavilion of Outstanding Galvan Brilliance…"

"...Outstanding Galvan Brilliance?" a voice repeated as Psychobos, Khyber,and Malware walked into the room, "More like persistantly pervasive dumb luck...but then again…" the Cerebrocrustacean paused as he attatched a small device to the Omnivoracious skeleton, a red liquid quickly filled within the container, "I have always asserted that the Galvans are far more lucky than s-s-s-s-smart."

"That luck…" Khyber began, taking the device as he attached it to the Nemetrix, the liquid seemingly being sucked into it, "Is about to run out."

=You there!= the four looked to see two Galvanich Mechamorphs at the doors, one having their left arm in the form of a blaster with flashlight on top =Step away from the Omnivoracious skeleton!=

=T-Cell, is tha...= the second gasped upon spotting Malware before the red and black Galvanic Mechamorph grabbed the two by their necks and released a red current through them.

**=Soon…=** Malware spoke as he released them, letting their bodies now seemingly made of stone collapse atop one another before collapsing into a pile of dust **=The entire Galvan race will wish they had perished along with their former predators…=**

"True," Khyber replied as he walked around with the vial.

"What are you doing n-n-now?"

"A bit of...assurance...on the chance that Tennyson and his team come here," Khyber replied as he approached another fossil and put the device to it, "Even the fiercest predators I hunted would give something that would surprise me, so it always paid to have something extra."

* * *

"Ugh...How much longer~?" Makoto whined, sitting in the Proto-Trukk with Ben and Rook.

"Hey, you wanted to ride in the truck and not walk around like the others are doing," Ben argued.

"Could've hitched a ride with Jenny if she were here," Makoto countered.

"You are forgetting that Magister Tennyson is having her systems updated with the latest security systems today," Rook reminded, "Or have you already forgotten when Billy hacked into her yesterday because she kept trying to avoid that required update?"

"I don't have a missing tooth like I did, so nope," Makoto replied, showing her teeth with a full smile, "Man, those Galvans and their healing tanks sure are neat! Another point for the past!"

"Glad to know," Ben smirked before looking out at the streets of Undertown, "Still, a bit of a yawn fest. Not really much action going on down here thanks to Ragna's reputation down here."

"True...unless said action involves dealing with a certain hyperactive catgirl," Makoto nodded.

"None of them are near us, right?" Ben asked, a blindfold already in hand.

"Nope."

"Oh phew…" Ben sighed in relief.

"You are determined to remain single, are you not?" Rook questioned.

"I'd rather it be natural and not because of some sorta random thing like seeing someone's face," Ben replied, "And I'm surprised you haven't asked about the 'yawn fest.'"

"Oh, Tsubaki has been quite helpful in learning about modern Earth sayings," Rook replied...before holding up a finger just as Makoto was about to say something, "And no. We are merely team mates. There is no romantic vibes between us...Plus, I do have someone technically."

"Oh?" Makoto asked, "Girl back home, eh?"

"Yes. Rayona," Rook nodded, "I had told you a bit about her before."

"...Oh yeah. It was during that one patrol," Makoto recalled before smirking a bit, "Heh..I had a feeling…" her hand caught Ben's as he was about to push a button on the dashboard, "Were you about to push the turbo?"

"Oh, that's the turbo?" Ben asked, "Did not know that."

"Why would you press a button you didn't know?" Makoto asked.

"What? I fiddle with things when I get bored."

"It amazes me that you have not broken the Omnitrix with your fiddling," Rook deadpanned...before realizing Ben was looking away and whistling off-key, "...You have."

"More than once…" Ben admitted, "...I was ten, okay?!"

"Seriously?" Makoto asked, "How'd that happen?"

"Does it involve the photos I found about hybrid aliens in a bayou?" Rook asked.

"To be fair, that was Animo's doing. Certainly not me using a screwdriver on the Omnitrix and causing the top to pop off."

"Gee...that doesn't sound like fiddling…" Makoto sarcastically deadpanned.

"Oh, like you haven't fiddled with something," Ben huffed.

"Name one ti…"

"This morning with an electric toothbrush and several different canisters of different materials while watching a 'You Tube' video involving said items," Rook stated.

"I was curious!" Makoto argued with a light embarrassed blush as Rook parked the Proto-Trukk.

"Though now that you mention it, Makoto, we all have been partners for a while and have lived together for part of that time," Rook noted, "Yet we do not fully know one another."

"Oh? Trying to get into a girl's secrets, eh?" Makoto asked teasingly, "Gonna try to find my sizes? My favorite food? My biggest fear?"

"100-45-95, Chestnut Parfaits, and Dobermans," Rook replied.

"...Lucky…" Makoto pouted, "..Oh! Betcha don't know my favorite hobby!"

"Parkour?" Ben guessed.

"Close but no. Lacrosse."

"Cool," Ben noted, "So what about me, Rook? My favorite food? Biggest fear? Distinctive body marks?"

"Smoothies and chili fries, peacocks but was once tied with clowns until you were ten, and a scar on your lower back in the shape of New Jersey."

"...Wha…"

"I read your file…" Rook admitted, "Well, I and Kajun did with everyone's files."

"I have a file?" Makoto asked.

"Everyone has one," Rook replied.

"Those background checks are way too detailed. TMI-level detailed," Ben noted.

"Agreed…" Makoto added.

"I did notice there was one ommision in your file that piqued my curiosity, Ben," Rook admitted.

"Was it about whether he was dropped as a baby or not?" Makoto asked.

"That is not a real thing," Ben deadpanned.

"No, it is not that and that is a thing in Makoto's file. Apparently, from her father playing a game called 'helicopter' with her."

"Hey, hey, hey! I said that in private!" Makoto fumed, "I am so gonna file a complaint on these files!"

"...Then what do you wanna ask, Rook?" Ben asked, "Come on. I'm an open book."

"Your Conductioid form known as Feedback."

"...That book is automatically closed," Ben frowned as he looked away, Makoto cringing a bit the moment Rook brought it up.

"By all indications, Feedback was your most-used form when you were eleven. And then three months before you had the Omnitrix removed, the usage simply...stopped. Curious, no?" Rook asked.

"No," Ben replied, "And I don't want to talk about it. ...I didn't use him that much."

"The file said that during the entire time you used Feedback for those eight months, you used him at an average of six point nine hours per day," Rook replied, earning a surprised look from Makoto.

'_I knew it...He _was_ getting addicted to that form before..._that _happened,' _Makoto thought, recalling what Ben shared with her about Feedback.

"Still, I would very much like to see Feedback in action," Rook continued, "Why will you not transform into him?"

"..."

"Need I remind you that partnerships are based upon trust? Do you not trust us?" Rook asked.

=Rook? Are you there?=

"I am here, Tsubaki," Rook replied.

=Ben and Makoto are still with you, right?= Tsubaki asked.

"They are," Rook replied.

=Good. Because, and I want you to pay close attention, I need you to _ignore_ a large trail of smoke= Tsubaki informed.

"Ben did it!" Makoto quickly blamed.

"Wait, what?!" Ben exclaimed.

=No. Pakmar's running a portable barbeque and some of the ingredients require a stronger fire to cook= Tsubaki explained =So if you see a vehicle that looks like it's on fire with a crowd near it...it's not a fire, but a food truck=

"Oh...wait. But why…" Ben began.

=Because the moment he sees you, he'll most likely flee just to get away from you and Makoto=

"Hey!" both of them groaned.

=I bought some stir-fry and rice from his truck= Noel added =It's really good! Apparently, the stir-fry is from Cascareau in the Andromeda Galaxy and the rice comes from Appoplexia. The stir-fry is actually really cold and the rice is extra spicy and they're ending up cancelling the bad parts of each other and-Mmmm~=

=We used our break to buy a few of each meal he was selling for dinner tonight= Mai explained =So please don't do something that'll ruin this and not let Noel learn how to make it. I swear that if you do, I am going to...=

Ben hung up on her, "We all agree to not learn what she was gonna threaten us with because of Noel not learning how to cook something, right?"

"Aye," Both Rook and Makoto held a hand up in response.

"Motioned carried th-"

"Get back here!" Ragna's voice barked.

"What now?" Ben sighed as they looked out the window, seeing Ragna chasing after Liam as he held a large bag of something.

"B-bukaw! No!" Liam shouted, knocking over some barrels

"Dumbass you better get back here or so help me I'm turning you into fried chicken!" Ragna barked as he jumped over the barrels.

"Wanna help?" Ben smiled.

"Yes." the others smirked.

"You won't get me this time!" Liam cried after avoiding a strike from Ragna ,only to stop as soon as a fireball struck his face, making him pause as he coughed up smoke, "Tennyson…." he groaned.

"Sup?" Swampfire smirked as he walked beside Ragna with Makoto and Rook.

"...I had it under control, kid," Ranga frowned.

"Probably...but I had nothing to do." he replied forming another fireball, "So what did he steal this time?"

"Bunch of Crystalsapien pottery…most likely pencilneck wants to sell it."

"Sugilite makes pottery?" Swampfire blinked, stretching his arm out and clotheslining Liam when he tried to run again.

"Yup. Pretty good actually," Ragna shrugged before glaring down at Liam, "Okay...start talking."

"I...have legitimately tuned the Ba-bawk out...I just do whatever I'm told…" Liam groaned.

"Oh great henchmen who stopped giving a care…" Swampfire groaned, "Literally useless."

"I'm good with that," Ragna smirked, cracking his knuckles a bit, "Gives me an excuse ot knock the stupid out of them."

"GH?!" Liam tensed at that.

"Try not to go too far...I do not want them to make a mess in my truck." Rook smirked simply.

"Don't worry...I'll just bust his beak," Ragna assured.

"...NO!" Liam freaked as he shot up, about to run before running right into Makoto's outstretched fist, "D'oh!"

"Keep forgetting I'm here…" Makoto deadpanned as Liam fell over.

"I hate Earth…"

"Next time you decide to steal something...think," Ragna muttered as Rook cuffed up Liam, "...what am I even saying? You only have one third of a brain...the other parts are with your dumbass buddies."

"That would imply they have brains," Swampfire quipped.

"It's probably why Psyphon hires them," Makoto added with a snicker.

"I will contact Tsubaki a-" Rook began before a green bubble formed around the four, "?"

"Oh now what?!" Ragna snapped.

"...This looks like…" Swampfire began before the bubble holding the four suddenly vanished with them with it.

"...Bukaw?" Liam blinked.

* * *

"...Any moment now…" Azmuth muttered, holding a device his as he hid out from a large, dark-purple bird-like predator wit a razor sharp beak and the Nemetrix collar around its neck, its black talons trying to claw at the piece of wall he was hiding behind. Just before the bird could claw at the wall again, the bubble holding Swampfire and his group suddenly appeared over it, the bubble disappearing as it dropped them on top of it, "There we go."

"Just like a Galvan to cheat…" Psychobos growled, hiding in a skybox above the room with Khyber.

"Perhaps you have been cheated, but I've just been handed an incredible stroke of good fortune," Khyber noted as he looked down, "My ultimate prey, Ben Tennyson is now trapped in this arena...him and his allies."

"You will keep your focus on Azmuth!" Psychobos snapped.

"I am perfectly capable of...as the Earthlings say, killing two birds with one stone," Khyber simply argued before whistling, prompting the bird-like predator to throw Swampfire and his group off before changing into Tyrannopede.

"Oh not again!" Swampfire cried as Tyrannopede slammed its snout into him and then into a wall, before grinding the Methanosian up the wall tearing him apart in the process, "I'm not okay…"

"I knew I shouldn't have gotten out of bed today…" Ragna groaned as Swamfire landed near him, Rook, and Makoto.

"I thought today was gonna be…" Swampfire began as he looked up, seeing Azmuth staring down at him, "...Azmuth?"

"I'll explain everything later," Azmuth replied.

"...You always say that..." Swampfire groaned as his limbs grew back, "But you never do…" he turned around and began unleashing fire as Tyrannopede ignored it and roared at him.

"Already getting a certain annoying vibe from the old man…" Ragna said as he got up, pulling his sword out as he stood next to Swampfire.

"Old ma…?!" Azmuth began before Rook picked him up.

"You are Azmuth! I cannot believe I am in the presence of the greatest mind in the universe!" Rook beamed.

"Pretty sure he doesn't like people picking him up like that," Makoto noted, noticing the annoyed look on Azmuth's face.

"Oh...Ap-"

"No he is not!" Psychobos snapped, prompting the trio to look up, "And I am about to prove it!...that is if a certain partner-and I use the term loosely-would learn to cooperate."

"Shut up and fight!" Ragna and Swampfire snapped as they punched Tyrannopede in the distraction, sending her flying away and crashing into a wall.

"In fact, come down here, you skull-faced bastard!" Ragna barked as he looked up, "I wanna pay you back for last time!"

"Tempting, but Tennyson is the bigger target…" Khyber answered before whistling, causing Tyrannopede to change into Terroranchula.

"Oh cr-!" Swampfire began before his head was torn off by the alien insect.

"AH!" the others panicked before the head grew back.

"Do you know how much of a headache that gives me…" Swampfire groaned before Terroranchula stabbed its claw through his torso and pinned him to the ground, "Okay I get it...your violent!" he grunted igniting his hands before slapping them on the sides of the monsters face as if clapping causing a small explosion that dazed it, "Now...get...OFF!" he snapped stomping his foot into Terroranchula's torso and stretching it up till he pinned it to the ceiling.

"Nice and all, but I think you forgot something important, Ben…" Makoto spoke.

"Hmm? What's that?" Swampfire blinked before Khyber whistled once more, "...oh right..the hunter with the built-in whistle."

"Hmm?" Azmuth raised a brow at that as Swampfire was soon stomped on by Crabdozer.

"Khyber has the ability to whistle certain commands to his Anubian Baskur," Rook explained as he put Azmuth down.

"Well I could tell that after the second whistle." Azmuth replied, "I think I might have an answer to that." he looked around before finding a bone from one of the destroyed displays, "Hmm...I need to borrow this." he spoke jumping up and taking the ProtoTool, "Lets see here…" he grunted as he more or less turned it into a miniature lab.

"But what about Ben and Ragna?" Rook asked.

"Meh. The kid and the white-haired young-man can take care of themselves."

"I am not food!" Ragna spoke as Crabdozer had him in her mouth while Swampfire pushed her back with his legs rooted in the ground.

"Could use a little help here!" Swampfire snapped.

"I got it!" Makoto shouted, jumping over him as she slugged Crabdozer across the face, causing her to spit Ragna out as she nearly fell on her side, "Ahh...forgot how hard Crabdozer's skin was! Ow..."

"Then why did you punch it?!" Ragna barked.

"I was helping, o…" Makoto began before holding her ears when Khyber whistled again, "Owowowowowow! Oh Khyber is so lucky he isn't down here!"

"Uh...Makoto?"

"He's just scared he'll get an ass-whooping from me," Ragna growled.

"Guys…" Swampfire spoke, earning their attention, "She's changing again."

"So? Not like…" Ragna began before a large shadow cast over the trio, making them look up, "...Is that a motherfucking T-rex with a sword tail?!"

Standing above them was indeed a reptile like beast with a body matching Earth's extinct Tyrant Lizard, though it more matched a Carnotaurus. Its scales were red with large rows of spikes on its back which curved and arched before becoming blue at the tips, giving the appearance of fire. Its long tail was slender and flattened until its scales formed into a sharp blade shape. The blade took on a metallic blue and shone like actual metal. The scales around its jaw formed a hard armored shell which protected its mouth and acted as a set of extra fangs outsides of the ones inside its jaw. Its throat began glowing before lowering its head an unleashing a ball of fire that hit a wall and began melting it into a puddle of molten metal.

"...Oh that's not good…" Makoto paled at that.

"Infernus Glavenus, the predator of the Arburian Pelarota," Khyber explained, "And let me just say...before their kind seemingly disappeared after its original home planet was destroyed, they were known as one of the most dangerous predators in the galaxy."

"Wait...Cannonbolt's predator...oh no…" Swampfire realized as the new predator breathed fire onto its tail before swinging and attempting to slice them in half had Swampfire not pushed his friends down and let his upper half be cut to shreds.

"Ahh! Ben!"

"Whatever you're doing, any time now, old man!" Ragna snapped at Azmuth, quickly getting up and used his sword to block the predator's tail, "Gah! It's almost like dealing with a thousand degrees knife the size of a car..._again_!"

"Yes...The Glavenus' prey had the thickest and strongest shell in the known Milky Way galaxy. It is the sharpest blade in the galaxy," Khyber spoke, "You're lucky your sword is even intact."

"Ben…" Makoto spoke as Swampfire fell over until, after a moment, he began reforming into his full body.

"Ugh...did I mention regrowing my head gives me a massive headache?" Swampfire asked, rubbing his head.

"Then change into something else!"

"What exactly? It's not like I have anything to deal with a T-rex with a sword for a tail!" Swampfire argued.

"Technically the Infernus Glavenus is more akin to the Carnotaurus," Rook spoke.

"Not the time, Rook!" he snapped as Ragna was tossed over to them.

"I think it has the bigger sword...and since it's a bitch...it's not compensating for anything…" Ragna grunted, "Oh how you fail me, insults...how you fail me…"

"Azmuth!"

"In a moment. I am almost done," Azmuth replied, focused on his current experiment, "You can't rush genius afterall."

"Uh...yeah, you c-woah!" Makoto yelped as the four quickly rolled out of the way of the Glavenus' tail slash.

"Soon…" Khyber smirked as the four ran away from another swing.

"This is taking too long. We need to go after Azmuth!" Psychobos complained.

"Silence. This is personal."

"That means nothing to me!" Psychobus shouted as he opened his shell and fired a bolt at Khyber's neck, making him whistle against his will.

The Glavenus stopped as it growled and changed back to Omnivoracious. It cried in shock as it was punched by Makoto, sending it stumbling away as Swampfire unleashed a steam of fire keeping it contained.

Khyber grunted as he slammed his hand on Psychobus's shell and forced it closed before smashing him face first into the glass, "Do that again...and I will cook and serve you to my pet as a treat for a job well done!" he growled before whistling.

Glavenus roared, rushing out of the flames as it swung its tail, slicing off Swampfire's arms. It then kicked its leg out and struck Rook and Makoto, sending them flying away. It looked at Ragna before growling with exceptional anger. Ragna tensed as it began spitting fireball after fireball at him. Ragna grunted avoiding the flames before grunting as he was slammed into a wall by Glavenus's snout, it backed up and bashed into him several times burying him into the wall.

"If it's cause I call you a...b…" he coughed as it rammed its snout into him again, "...itch…"

"Stop calling her that!" Makoto complained.

"GAH!" Ragna coughed, "Bit...oh crap!" he grunted as it bit his pant leg and swung him around before tossing him face first into Swampfire, "This is so much worse!"

Glavenus growled before slamming the flat side of her sword on the ground, slowly dragging it across as the friction from the metal caused some sparks. The blade started to glow until she lifted her tail up, the blade now a bright red and yellow as the heat from it began to melt a nearby display.

"...It's literally a living thousand degrees knife…" Ragna whispered as he got up...before Makoto smacked him upside the head, "Ow! The fuck?!"

"You made it worst!" Makoto snapped, "I've seen videos of thousand degree knives, and trust me...this is far worse than that!"

"Ugh…" Swampfire groaned, slapping the Omnitrix as he changed into Big Chill, "Ha…" he took a deep breath before unleashing a powerful freezing gust.

The others grunted as the predator unleashed a stream of fire back at them. The two extreme temperatures clashed against one another, resulting in the room being covered in a thick steam. A moment passed before the steam was blown away by Hypnotic, her wings flapping as the red rings began to hypnotize Big Chill.

"Oh come on!" Makoto compolained.

"Da fu...uh...ah…" Ragna awed as he stared along with Big Chill, leaving both dazed as they stared into the rings.

"Idiot…" Makoto sighed, shaking her head at that.

"...Perhaps this is the time I should intervene," Rook spoke as he looked at Azmuth.

"Relax. It's almost done," Azmuth replied, using the ProtoTool's laser to carve the bone down to a small size.

"...Hurry already!" Makoto complained as she noticed Ragna and Big Chill approach Hypnotic.

"Are you really gonna yell at the greatest mind in three, possibly five galaxies?" Azmuth asked as he turned the laser off, looking at the bone-crafted whistle as he walked over and picked it up.

"Big deal! I am the greatest scientific mind in the _entire universe_!" Psychobos argued.

"Is that even possible?" Makoto asked Azmuth.

"Well if it was, I'd have gotten that title by now...but it isn't, so he isn't," he replied simply.

"You know...you and Ben are a lot alike..." Makoto muttered.

"Never say that sentence again..._ever_," Azmuth warned before blowing the whistle, causing Hypnotic to pause just as she was about to bite down on Big Chill, the predator closing her mouth as she shifted back to normal.

"Did…"

"...I make a complicated multiple chambered whistle designed to recreate Khyber's complex gill like vocal chamber that allows him to whistle at multiple frequencies? Yes, and it just took me some very noisy time to make it happen," he finished his humble-brag, "Now if you'd be a dear and save the super strong idiots while I try and figure out the master plan of our enemies so we can save my home and all my stuff...oh and my people."

"..."

"I know you're thinking it again," Azmuth spoke while turning and walking away, tossing Rook the whistle.

"Dang it!" she complained.

"...He cheated," Khyber growled before whistling again, causing his dog to change into Hypnotic once more...until Rook blew the whistle, causing her to change back, "...Grr…" he whistled again, causing Hypnotic to return...until Rook blew the whistler again, causing her to change just as she took to the air, making her fall to the ground.

"Khyber! Stop fooling around!" Psychobos snapped.

"Silence!" Khyber snapped.

"Oh...oh my head...why was I in a freaky dream?" Ragna asked.

"Hypnotik's species can cause illusions that focus on having us in our ideal place," Big Chill replied, "And she was practicing since the last time she used it on me. Couldn't snap out of it."

"...Well I already hate that thing then," Ragna growled.

"Hahah!" Makoto laughed, "Now he can't use it to control her or do anything!"

"Except send her to attack us," Rook argued as the Anubian Baskurr got into a pouncing position.

Before the alien hound could attack, Azmuth jumped onto her back and began scratching her neck, making her tense before she began to whine happily in content, her tail wagging excitedly from the neck scratching.

"...Huh? Did you…? How did…? Wha?" Makoto gawked.

"A bit unhealthy," Azmuth noted, "Seems she wasn't fed, but instead had to hunt her food. Given the man's attire and mannerisms, he did not want to dull the hunting instincts."

"How did you…?" Makoto asked slowly.

"Come now. While yes she is an alien beast of unrivaled instincts in hunting...she's still comparable to your Earth dogs," Azmuth argued, "Though given your special features, I doubt you got along well with them." he looked at Makoto, "If you want to pet her, she's docile now."

"...O...okay…." Makoto cautiously replied as she nervously held a hand out to the alien dog, "G...good girl…?" she said petting her carefully, causing the Anubian Baskurr to whine happily, "...Huh. She _is_ docile..." _'Least she's not a doberman...those things _smell _fear…_'

"Wow...that was easy," Ragna noted.

"Hm yes, well like with all animals, if you treat them right and with respect, they will do the same. But a little care for their needs and they will warm up and defy their baser instincts," Azmuth explained.

"Ah...ok," Makoto nodded before looking up at the skybox that housed Psychobos and Khyber, "...Hey Ben, recall that one form Khyber had his 'pet' take back when we first encountered Ragna?"

"Vicetopus?" Big Chill asked as he changed back into Ben, "Yeah. What about it?"

"Aren't they technically Brainstorm's predator?"

"...Azmuth, would you like the honor?" Ben asked as Rook presented the whistle.

"With pleasure," Azmuth nodded as he took the whistle, blowing into it as the Anubian Baskurr changed into Vicetopus, "Oh Psychobos, if you claim to be the smartest in the entire universe, do you know how to defeat the natural predator of the Cerebrocrustacean?"

"Gh?!" Psychobos froze at that, about to run before one of Vicetopus' tentacles reached into the skybox, breaking the glass as it grabbed him, "Ahh! Khyber help me! Whistle and call off your attack dog!"

Khyber scowled as he glared at the whistle, _'It appears I've made a folly in my methods. If they were able to recreate a whistle that mimics my whistling to give commands, I need to revise how I train my pet.'_

"I s-s-s-said help me already!" Psychobos begged, now practically grabbing onto the edge of the skybox with his claws.

"Oh I'm sure the 'greatest intellect in the universe' can outwit his mindless natural predator," Khyber merely smirked.

"How…?!" Psychobos began before he was dragged off, causing his claws to let go, "AHH!"

"Who's a good predator?" Azmuth asked as Vicetopus held Psychobos in her tentacle, "You are~"

"I've never felt so humiliated and scared in all my life…" Psychobos growled, "And I use the terms loosely…"

"That's not how that phrase is used...for goodness sake, take some grammar classes," Azmuth sighed, making Psychobos growl in rage.

"KHYBER! I COMMAND YOU TO…!"

"Tough luck, Krabs," Ragna spoke, jerking a thumb over his shoulder to some glass shards nearby, "Your partner seemed to have ditched you."

"D'oh! I knew we shouldn't have trusted him!"

"...What do you mean 'we'?" Ben asked with a frown.

"Even with your human brain's limited c-c-capacity, surely you can piece it together on who Khyber and I were in league with," Psychobos stated.

"...Malware," Ben realized.

"Yes...Now where is he?" Azmuth asked.

"And I should tell you why?" Psychobos asked back...only for Azmuth to blow into the whistle as Vicetopus tightened her grip, "Gah!"

"Alright. That's enough, girl," Azmuth said as he blew into the whistle once more, causing Vicetopus to drop Psychobos.

"You'll...p-pay for this…" Psychobos wheezed out.

"I'm sorry. Less intelligent being says what?"

"What? ...D'oh!" Psychobos groaned before fainting.

"...I have mixed feelings about you, old man," Ragna spoke as he looked down at Azmuth, "You seem cool but at the same time, you're reminding me a lot of a certain usagi I know…"

"I am not a rabbit...I'm closer to a frog...but still smarter," Azmuth replied, "Now how would you react if a pompous crab with an inferiority complex possibly brought about by daddy issues barged on to your home and began making a mess of the museum you spent all day making just for a silly chance at reaffirming their ego and self esteem?"

"Honestly, I'd kick their teeth in and knock them off their high horse," Ragna snorted.

"Well there you go," he replied simply, "See? I'm not unreasonable."

"Azmuth, you're many things...reason is one thing I never think works with you," Ben replied.

"Hush boy. You bother me," Azmuth countered, "...And don't even think about going to look for Malware alone. We don't want a repeat of what happened to Feedback."

"Can someone please tell me about Feedback?" Rook sighed.

"You haven't told your partner?" Azmuth asked.

"I...told Makoto…" Ben muttered.

"Ehehehe…" she muttered at the look Rook gave her.

"Hmm...yes...that seems about right," Azmuth muttered, "Should I tell it...or...?"

"...No...I'll do it…" Ben sighed, "Feedback was my go to Alien...I don't know why I liked being him so much. He just...felt different…better...like he was part of me."

"...You overused it," Rook realized.

"Sounds more like he got addicted to it," Ragna noted, "Kid must've gotten drunk off the power that form provided."

"Addiction is a term small minded life forms create to explain the usage of something too much." Azmuth spoke earning looks from said 'Small Minded life forms', "But then again I hardly expect any of you to understand," he sighed, "What was happening was a synchronization between Ben and the Conductoid DNA. Ben and Feedback were becoming more one as he used the form. It could have resulted in Ben's DNA merging with Feedback's...maybe...possibly…"

"Maybe?!" Ragna snapped.

"Possibly!?" Makoto added.

"It is purely hypothetical. That and the Omnitrix at the time was the prototype, meaning the kinks were not fully worked out," Azmuth spoke, "I wanted Ben to stop using it because it would weaken his synergy with his other forms and weaken them."

"Wait, that's all you cared about?" Makoto asked.

"Yes, but Ben would not listen to reason," Azmuth sighed, "And it's because of that ego of his back when he was eleven...it resulted in him losing Feedback to Malware."

"...He…" Ben began, taking a deep breath before Makoto put a hand on his shoulder, "?"

"I'll help as much as I can," Makoto whispered to him as she looked at the others, "It's hard to say but...from what Ben told me, Malware ripped Feedback out of the Omnitrix and...well...destroyed him."

"...and in my grief and rage...I used the Omnitrix to destroy him," Ben sighed, "...That is...at least I thought I did until a few months ago."

"That one is quite tenacious," Azmuth agreed, "And it is because of both the failsafe and the incident with Malware, the Omnitrix can't accept Conductoid DNA again…"

"So one of your strongest aliens is gone for good," Ragna noted

"Yeah, after that I got the Omnitrix off and never put it back on until I was fifteen," Ben sighed, "And when I got the Ultimatrix and then this Omnitrix, still no luck."

"And that's what happened to Feedback…" Makoto added while shooting Rook a frown, "You happy now, Rook? You wanted to know, and you got your answer."

"I...I am sorry. I...I did not know…" Rook said as he looked down.

"I didn't want most to know. It's not the most relevant or charming of stories." Ben sighed, "But it sadly explains my beef with Malware. Speaking of him..we need t-" he tensed just as smoke began to fill the room, "?!"

"Son of a bitch!" Ragna coughed from the smoke before it was suddenly sucked into Rook's ProtoTool, "...and it's a vacuum, too...That thing is like an advanced swiss-army knife."

"Oh shoot!" Makoto yelped, earning the attention of the others as she pointed at the Anubian Baskurr...or rather, her bare neck.

"...Khyber took the Nemetrix…" Rook whispered with wide eyes.

"But left his dog…" Makoto added before yelping when said alien dog pounced her and began licking her face, "Ahh! Easy ! N...heh heh. C-cut it out! It's starting to actually tickle!"

"Guess Anubian Baskurr's are ironically the one dog that love squirrels..." Ben muttered.

* * *

"Unhand me this instant!" Psychobos argued as he was forced into a set of hovering platforms by a few Galvans, "Remove your inferior amphibian digits from my person! This is no way to treat your intellectual superior!"

"Yeah yeah. Get in, dummy!" one of the Galvans ordered as he pushed him onto the platform and pressed a button, a set of energy beams connected the two platforms acting as bars.

"Bye Dummy!" Makoto waved.

"Silence, you half-breed wench!"

"Idiot says what?"

"What? ...D'oh! Again?!" Psychobos complained.

"That will never get old," Makoto snickered.

"Now what do we do?" Ben asked, "Khyber and Malware are still out there."

"...Maybe we can have the dog track down her former master," Ragna suggested, "See how he likes getting hunted down for a change."

"It's not a half bad idea," Makoto smirked, scratching said dog's ears, "But do you think she understands us? Poor thing was trained via whistle..."

"I have made a notion to create a universal animal translator once," Azmuth spoke, "I could…"

"Enjoy your delusions of grandeur while you can, Azmuth…" Psychobos spoke, earning the Galva's attention, "Because soon, your entire species...and I use that term loosely, is about to become...extinct."

"Uh...why is the moon...shaking?" Ragna asked, looking up.

"That is no simple moon. That's…" Azmuth began before his eyes widened, "...the Galvanic Mechamorphs…so that's what..." everyone tensed as the moon in the sky suddenly exploded, a red shockwave hitting the planet as a high-pitched sound followed.

"GAH~!" Makoto screamed as she and the Anubian Baskurr held their ears in pain.

"Anyone else hear a million little bells ringing at once?!" Ben shouted holding his hands over his ears with Rook.

"That's what happens when a moon blows up!" Ragna barked.

"Not a Moon...well not a normal one!" Azmuth snapped jumping to Ben's shoulder, "That the home of the Galvanic Mechamorphs, Upgrade's race. It was all bio-technological matter...and now it's raining on Galvan Prime."

"First Thinker!" Azmuth looked over to see a Galvan riding a ship over to him, "The defense grid is down!"

"Man the particle cannons," Azmuth ordered as he hopped onto the passenger side of the ship, "Ben, you and Rook assist us in the air," he looked over at Makoto and Ragna, "You two, knock back anything that comes close."

"You got it," Makoto replied, cracking her knuckles.

"Honestly, the longer I live here, the more I'm becoming desensitized to random shit like this happening," Ragna snorted just as Ben changed into NRG, hopping onto the top of the ship with Rook just as it took off, "Shouldn't be too hard."

"Girl, if anything happens to that cage?" Makoto spoke as she pointed at Psychobos for the Anubian Baskurr, "Eat the crab."

"What?!" Psychobos exclaimed as Makoto spun around and punched a falling rock the size of one of the houses around them back into the sky, shattering another falling rock.

"Heh. Too ea…" Makoto began before she noticed her armored glove turning to dust, "…Oh that's not good…"

"What?" Ragna asked, using his sword to slice a falling rock in half.

"Jenny told me this happened with Kajun and Noel's Plumber Badges...Malware can basically turn any tech he touches into dust," Makoto explained before her eyes widened, "Meaning the stuff that's rainin' down on us...is Malware."

"Oh that's just great," Ragna noted, sarcasm heavy in his tone, "Hey kid, greenhorn, old man! Those aren't rocks!"

"We already noticed!" NRG shouted as he caught a falling Galvan, "And just vonderful...it's raining psychopath…"

* * *

"Pakmar still demand satisfaction!" Pakmar ranted from behind a counter, holding a scroll in hand as he glared at Max and Tsubaki.

"Why did you have to yell Ben's name…?" Noel complained at Mai as the two stood on the sidelines.

"I didn't think he'd hang up on me…" Mai replied, tears rolling down her cheeks as she had a depressing aura around her, "Mmm...my Arburian Pelatropa stir fry~"

"I am so sorry about this, Magister Tennyson…" Tsubaki whispered to Max.

"You! Colorful shirt man" Pakmar pointed at Max, "You are related to that...that menace! That Hooligan! That one half of those two Quizop in Pakmar's Marflarb! Do you know what those two scoundrels have done!?" he quickly unfurled the scroll...revealing a long list of complaints in his native language.

"Hmm...yeah that sounds like them," Max pulled out a pair of fold out reading glasses from his pocket as he looked it over, "Oh come on...which one blew up the bathroom?"

"Tennyson!"

"...Hold on. You can't blame them for this one," Tsubaki spoke as she pointed at one part of hte this, "It was technically one of Psyphon's goons that broke your stand."

"Yes! Because Tennyson and that squirrel of his got out of the way!" Pakmar argued.

"So you would prefer them to have just stayed in the path and become injured, perhaps fatally?" Tsubaki questioned.

"Well...no but…" Pakmar began before shaking his head, "No! Do not try and convince me they are not menaces! Pakmar is just a simple man trying to raise his family. His wife and his...487 children, but Ben Tennyson and that squirrel girl make it impossible! Pakmar demand you throw those two behind bars!"

"Find Ben and get him and Makoto in here," Max sighed, looking at another Plumber, who quickly went to work.

"I'm not seeing Ben Tennyson anywhere in this sector, Magister," he noted before typing a bit more, "Nor Makoto Nanaya."

"Then where are they?" Max sighed.

"Uh incoming transmission," he countered, "From Ms. Nanaya herself."

"Forward it, I need to speak with her." Tsubaki sighed, "Makoto what do-"

=It is raining monsters!-!-!= Makoto snapped, making them all jump.

"...Where are you?"

=Galvan Prime thanks to Azmuth...and just after we finished dealing with that crab that invaded HQ, it's now raining Malware-infested moon-chunks!=

"?!" Tsubaki, Mai, and Noel tensed at that.

"Malware...but…" Max began before Makoto grunted as the feed showed the very monstrous Mechamorph.

**=Sorry...Ms. Nanaya is busy at the moment. Please call back Never!=** he laughed, stomping his foot down and ending the transmission.

"...Not good…" Tsubaki frowned, "And Kajun isn't done with Jenny's update yet...Magister Tennyson, can you contact Gwen and Kevin?"

"Already on it!" he explained, dialing away, "Everyone get ready...we have a dangerous battle ahead of us."

* * *

"Gah!" Ragna grunted as he was sent skidding back, "Grr...I'm already hating this bastard."

**=And yet you've piqued my interest= **Malware countered as he and a similar Malware were attacking him and Makoto **=Khyber had mentioned about that arm of yours once...and that it seemed to produce a rather...interesting energy=**

"So what? You want to steal it for yourself?" Ragna asked as he used his sword to block another laser blast, "Take a number. You're not the first asshole who's tried."

"Don't give him any…!" Makoto began before her shoulder got nicked from a laser blast, causing the armor on it to turn to dust, "...and now his lasers can do that, too…I am so glad Jenny's not here..."

"Please tell me you've got a plan," Ben pleaded nearby.

"Unfortunately, I do not at the moment," Azmuth replied.

"Say what?! But you're the smartest guy in three, arguably five, galaxies!" Ben exclaimed.

"Yes, but this has never happened before," Azmuth replied, "I would need to go up to what remains of the moon to…"

**=AZMUTH!=** a shadow came over them as they looked up to see a bigger Malware approaching them **=Where you have given life, I have brought destruction! Your favorite creations are no more!=**

"Sewing chaos and destruction does not take any special talent, Malware," Azmuth replied, "If that is the best you can do, then I am not impressed."

**=RAH!= **Malware roared as he slammed his arms into a pair of buildings, destroying them in the process **=No...nothing I ever do could never impress you, **_**father=**_

"Say what?!" Makoto exclaimed, overhearing that.

**=In your eyes, I've been nothing but your failed experiment...your **_**shame=**_

"My only shame is that I've been unable to heal your pain," Azmuth argued as a trio of green orbs surrounded Malware, "Give up this vendetta of yours, and we'll work together to make you whole. It's not too late…"

**=LIES!= **Malware snapped as he shot a laser at the spheres, destroying them as he glared down at Azmuth **=Even now you conspire against me! It **_**is**_** too late!=**

"And I thought I had issues…" Ragna spoke before grunting as spikes erupted from the ground and towards them.

One destroyed the hovercraft Azmuth and company were floating on. Out of the smoke, Humungousaur flew out and tackled the giant Malware. The two giants grunted and growled as they wrestled with one another. Humungousaur grunted as he punched Malware, making him skid back across the ground. Malware roared, catching the next punch before swinging the Vaxisaurian around and slamming into a building. Humungousaur roared as he got up only to grunt as Malware grabbed a chunk of another building and slammed it down on his back.

"It's like a Kaiju movie…" Makoto awed as Humungousaur roared and slapped Malware with his tail just as its spikes jutted out.

Humungousaur roared as his spikes and armor plates fully formed while growing to max size. Malware growled, growing to match as the two tackled one another, shaking the very ground around them. The two continued moving their arms around to try and get the better hold on the other to topple them, their feet stomping around forcing everyone to run to avoid being crushed by one of them.

"Damn it, kid! Watch it!" Ragna barked as Rook attempted to fire a few shots at the giant Malware, only for the monstrous Galvanic Mechamorph to notice as he sent a wave of spikes at him.

"?!" Rook tensed before Makoto quickly pushed him out of the way, causing his ProtoTool and another piece of her armor to be pierced before turning to dust, "My ProtoTool!"

"Starting to run low on armor here…" Makoto muttered, looking at the bare parts of her outfit before looking up, tensing as one of the giant Malwar's arms changed into a blaster similar to rook's ProtoTool, "...And now he has your ProtoTool's abilities…"

"Gh!" Humungousaur grunted as he was blasted making him stagger back, he grunted as another blast hit him before he rolled out of the way of the next.

Malware roared as he fired blast after blast as Humungousaur surprisingly jumped and rolled around with astounding agility. The large dinosaur like alien then jumped high into the air as he aimed and nosedived straight down on Malware. Malware fired up only to miss as Humungousaur shifted himself from side to side letting each blast miss. Everyone cringed as the impact shook the ground once more. The two giants rolled around as Humungousaur slammed Malware's blaster arm down to the ground repeatedly in an attempt to smash it. He then grunted as the arm morphed back to normal as Malware's other hand transformed into it...before turning into a beam sword which he swung wildly to try and slash Humungousaur. The two got up as Malware continued slashing, Humungousaur grunted as he blocked his arm by his elbow, he grunted turning his body around and swinging his free arm and landing an uppercut by swinging under Malware's arm making the evil Mechamoprh stumble back. Humungousaur pressed on as he repeatedly punched him across the face denting his face with each strike. However, Malware transformed his freehand into another blaster before firing at Humungousaur pointblank, causing him to fumble back as he landed on his back.

**=What a clever device...it must have a million uses= **Malware noted, looking at hsi transformed arms before aiming his blaster at Humungousaur **=But for you...I'm only interested in one=** he fired, only for the Vaxasaurian to jump over it and then avoid a slash of Malware's copied blade just to grab him by both arms **=You only delay the inevitable, Tennyson. You cannot win. Even now, parts of my body are working their way to this planet's core=** Humungousaur gasped as Malware's arms melted and engulfed his arms **=I shall devour this world, molecule by molecule, until this planet changes from Galvan Prime to **_**Planet Malware**_**! But first...=** his body began to grow even bigger in size **=I shall devour **_**you**_**! When last I attempted to absorb your power, I was overloaded due to it surpassing my current storage space. But now that I have consumed this world's moon, it will be more than enough to deal with handling that power!=**

"Ben!" Makoto gasped.

"Rook...you, Makoto, and Ragna get Azmuth...out of here," Humungouaur grunted.

**=NO! NO ONE IS ALLOWED TO LEAVE!= **Malware snapped, forming blasters on his back as he fired at the group.

"Running!" Ragna snapped as Makoto scooped Azmuth as the three of them began running to avoid the blasts.

"Ghhh...ugh…" Humungousaur groaned as the Malware substance covered his face, making him fall to his knees with smoke coming off him due to whatever Malware was doing to him.

**=Good. Now…= **Malware began before a pair of lasers shot his arms off from the sky, causing him to let go of Humungousaur **=GAH!=**

The Vaxasaurian bounced across the ground before skidding to a halt near some rubble, groaning. His Omnitrix beeped before timing out, letting Ben be in place of the giant. Rook poked out from behind the rubble and quickly helped him up as the Proto-Trukk flew down before them, the back opening to reveal Max.

"Hurry! Get on!" Max ordered.

"Ben..he's…" Rook began before Gwen ran out of the ship.

"I got him," Gwen stated, grabbing Ben's free arm as she helped him onto the ship.

"All aboard that's going aboard!" Makoto called as she ran onto it with Azmuth on top of her tail.

"...Get the kid out of here," Ragna spoke, glaring over at Malware as he stood outside the ship, "I'll try and hold him back as much as I can."

"I beg your pardon?" Azmuth asked, "How will you…?"

"A heavy hitter like this…" Ragna interrupted as he held up his pitch black arm, "Tch. And I thought only the masked bastard would make me use this fully…_Restriction Code 666 release..._" the red orb on the back of his fist opened, revealing an azure core within that began to shine, "_Dimensional Interruption Field Deployed._" he let out a snarling growl as smoke began to billow out of the opened orb, engulfing his entire limb, "_BlazBlue…_"

"?!" Makoto's eyes widened, _'No way...the Azure Grimoire! He has it?!'_

"_ACTIVATE!_" Ragna roared as the smoke dispersed, revealing his arm had transformed into a pitch black demonic arm with pulsating red vein-like markings on it with a demonic red eye in the palm while a pitch black and crimson aura emanated off his body, seemingly shredding itself and repairing itself in a chaotic manner.

"?!" Makoto's tail shot straight up, causing Azmuth to grab onto it before he could be sent flying into the ceiling, _'Gah! Wh-wh-what the hell?! I'm feeling like a tiny little kitten before a falling planet that's aiming right for me no matter where I go!'_

"Get outta here…" Ragna ordered, raising his head to reveal his red eye had gained vein-like markings around it as it glowed, "_Now!_"

"Going!" Kevin shouted from the pilot's seat, closing the hangar doors as the Proto-Trukk flew off.

**=No...NO!=** Malware roared, getting up as he shrank down to closer to human size **=Azmuth might have gotten away...but I will bide my time...by beating you into a disgusting. Human. Bloody. **_**Pulp!**_

"Bring it on, you goddamn corrupted asshole," Ragna replied, pulling out his blade and converting it into its scythe mode.

* * *

"Is...he going to be okay?" Noel asked, looking at the unconscious Ben as Blukic and Driba examined him on top of a metal platform.

"Hopefully. He's been through worse," Max replied.

"But...how did you…?" Rook began.

"After Makoto made the call, Magister Tennyson called Gwen and Kevin for some assistance," Tsubaki answered, "We needed to determine where you were exactly on Galvan Prime, so we had Gwen sense for Ben's Mana."

"I'm _REALLY _good at it," Gwen added, "Trust me. This has happened a lot..." she winced a little as she held her head, "Ah...what was that?"

"Hmm?"

"That man, Ragna. He did something, and now his Mana...it feels...I...I don't know how to describe it," Gwen replied.

"It seems he used that device that replaced his arm using an activation code," Azmuth noted, "Quite interesting, but worrisome if a child of the Anodites can't describe what is happening on a spiritual level."

"Safe bet he's doing okay," Makoto spoke, "We're from the same time, so we know what we're talking about."

"...You know something, don't you, Makoto?" Mai asked, making her tense a bit.

"Th-that's a lie!" Makoto quickly denied.

"Makoto, what do you know that we don't?" Tsubaki asked.

"And that is a loaded question! I know plenty of things that you don't!" Makoto replied quickly, only to tense when Tsubaki gave her a stern look with Gwen, "...Y...you won't...crack me...I won't say anything about the Azure Grimoire a-a-ahh acorns..."

=Can you repeat that, Makoto?= Kajun didn't ask...she demanded as she appeared on a nearby screen =I believe you said 'Azure Grimoire,' did you not?=

"Ulp…" Makoto gulped, "Uh...G-Guys! How's Ben?"

"He'll be up in a few hours," Blukic replied...before Ben let out a cough as he started waking up, "Or right now. Now's good."

"Ugh...Anybody got a mint? My mouth taste like Malware…" Ben gagged as he pushed himself up, "Ugh...that was...the second most disgusting thing I have ever had the displeasure to taste…"

"Second most?" Tsubaki asked.

"You _know_ what the first is…" he groaned.

=This is not over, Makoto= Kajun stated, making the Beastkin let out a squeak of fear.

"...What did I miss?" Ben blinked, "...Wait. Where's Ragna?"

"He stayed behind to hold Malware back and buy us time," Rook answered, "Hopefully it will be enough."

* * *

"**Dead Spike**!" Ragna roared, unleashing a massive demonic dragon head as it slammed into Malware, sending him crashing through a few broken buildings.

**=This power...no mere human can control this much power…= **Malware's voice growled as he came up from a crack in the ground, quickly reforming into his current form **=Just what are you?=**

"Ore wa...Shinigami," Ragna replied before he charged at Malware, quickly dodging several shots before grabbing him by the head, "Owari da! Yami ni Kuwarero! _Kudakechire_!" tendrils erupted off his arm and viciously slashed into Malware's body, sending out sparks from the corrupted Galvanic Mechamorph's form, "**Devoured by Darkness**!"

**=GRAHRGH!-!-!= **Malware growled in pain before Ragna tossed him away, sending him crashing into a wall **=Khyber...he never told me your arm was capable of this!=**

"That's because I only showed him a portion of it…" Ragna countered as he began to approach, "All he received was the Blood Kain. But you? You get the complete package. You've been feeling it, haven't you? Despite your origins, your tainted, malefic soul is being torn into with each strike I deliver."

**=Yes... It's true...a pain that I can feel with every strike despite my current state of increased mass=** Malware spoke before more and more of him began erupting from the ground, **=But the soul is a vessel fitting a container...can you rip up a soul...the size of a planet?=**

**=Without eventually succumbing to the fatal weakness of all organics? Stamina?=** Another Malware asked.

**=Oh you may try...hurting me over and over...**_**and over again…**_

**=But...how long can you contain that power within yourself?=**

**=Which will give first? My will?=**

**=Or...**_**your body?**_

**=Where as my body?=** they all laughed before melting and beginning to pool together before two giant arms slammed into the ground around Ragna as a massive shadow cast over the ground **=Is by far...Superior=**

"...Heh. Then let me tell you about my Drive, Soul Eater," Ragna countered before his scythe tore right through Malware's fingers, making him hiss in pain as he reeled his arms back, "Recall that part I said about piece of your soul being torn from your body? My Drive allows me to absorb those pieces and heal...so yeah...I can keep this up all day."

**=Oh...by all means…=** he spoke as spikes formed along his body as his 'jaw' lengthened as he leaned down **=Show me all of what you can do...because if you don't come at me with all your power, **_**you're gonna regret it!**_

"Fine...but _you'll_ regret it soon enough…" Ragna smirked as he charged once more.

* * *

"Fortunately the debris from the explosion of Galvan B came down over a localized area," Azmuth stated as the group looked at a holographic image of the planet, which had half of it almost covered in red.

"That's like half the planet," Ben noted.

"Yes, but the rest is unaffected. However, it is a matter of hours until Malware's 'feelers' reach the planet's core," Azmuth warned as the hologram showed a timer counting down from two hours and fifteen minutes, "Once that happens, there is no way to prevent him from absorbing and corrupting everything upon this planet. Malware himself will become a living planet and a heavily armed one at that."

"And if he's not stopped, he can go from planet to planet and infect them...or worse," Tsubaki whispered.

"Oh no…" Noel whispered in worry.

"So what's the plan?" Kevin asked.

"I designed Galvan Prime MKII with a series of firewalls to insulate sections of the planet from each other in case of a viral attack," Azmuth explained as the hologram began to light up red grids over parts of the planet, "If we can activate the disruptor fields in these firewalls, we should be able to prevent Malware from reaching the core...briefly."

"Briefly?" Makoto repeated.

"I will know more once Rook, Tsubaki, and I return from what's left of Galvan B," Azmuth replied as he looked out at the broken moon, "There must be some answers up there."

"You know for a super genius, that's not a very inspiring plan," Kevin deadpanned.

"Have you got a better plan?" Gwen argued.

"Just sayin'," Kevin shrugged.

"...Considering you said 'if we can activate the firewalls,' I'm guessing the controls for them must've been damaged," Mai guessed.

"..."

"...That's true, isn't it?" Ben asked with a light frown.

"I was getting to that, but your friend Mai is correct in her hypothesis," Azmuth replied, "When Galvan B exploded, the shockwave damaged the relay station." he pointed at a spot in the center of the three large red circles on the planet, "Right there, on the very edge of all three red spots."

"Meaning we're gonna have to distract the guy if he's not completely focused on Ragna, while the Wonder Twins do their thing and fix it," Makoto noted.

"We would resent that remark...if we knew what it meant," Driba noted.

"So looks like Team Tennyson is back together again, Kevin," Ben grinned at Kevin, "You and me fighting side by side again."

"Why is it that whenever you say that, _I_ get shot at?" Kevin demanded.

"Maybe the fact you can coat yourself in metal and tank it is a big reason why?" Makoto quipped.

"She has a point," Gwen replied.

"Aw great. Getting double teamed," Kevin muttered.

"Yeah, but not in the fun way," Makoto countered, making him guffaw.

"Makoto!" Tsubaki barked.

"What? I'm not allowed to lighten the mood?"

"I found it funny," Gwen smirked, "Besides you know how hard it is to taunt him? I love how easy she makes it look. I need to borrow some of your material."

"It helps focus better," Max explained to Tsubaki, "I'd rather go into battle after chuckling to a joke with poor taste then while all riled up with nerves. Loosen up a little, dear...it'll do wonders for your skills as a leader."

"Well...yes but…"

"You could lighten up at times, Tsubaki…" Mai commented with Noel nodding in agreement.

"...Ahem. R...right then…" Tsubaki muttered, coughing into her fist as she calmed down.

"Oh, I managed to get her to lighten up once. After graduation, I convinced her and Noellie to go to a bar and she barely had three drinks before she started to str..." Makoto began.

"Ah! St-stop, please!" Noel squeaked.

* * *

"...Are you sure you don't have any bigger jetpacks?" Max asked, holding a Galvan Jetpack in his hands.

"I second the question," Mai added, she and Noel holding up one each.

"Nnnnope," Blukic replied as the back of the Proto-Trukk opened, letting the two Galvan fly off.

"...Hoo boy," all three sighed as they put them before following the two out, yelping at the barely controlled flight.

"Malware is just up ahead," Azmuth stated, motioning to a screen showing some red dots, "There is a security garrison that should be able to help us...if there's anyone left."

"Love that sunny outlook," Ben muttered in sarcasm as he and his team prepared to get ready.

"Try not to have fun while we're gone," Kevin joked at Tsubaki and Rook.

"Like I told Makoto, we are just teammates. I already have someone back on my home planet," Rook argued, "Plus, Tsubaki is only attractive by human standards."

"Thank you, Rook...I think," Tsubaki muttered.

"It's true. I've actually seen Rook's homeworld," Ben admitted, "No comparison."

"I'm sitting right here…" Tsubaki frowned in annoyance.

"So what? To him, she's a darker-furred orangutan with a stick up her butt?" Kevin asked.

"Wh-wh-what?!" Tsubaki exclaimed before Gwen put a hand on her shoulder.

"Allow me," Gwen offered.

"Uh-oh," Kevin and Ben gulped.

"What? What's wr-" Makoto began.

***SMACK! SMACK! SMACK!***

"GYAHAHAHAHA~!" Ben and Kevin screamed as they fell through the air.

"...I had a feeling that would happen," Makoto muttered as she jumped after them.

"Good luck," Gwen offered as she formed a platform from mana that she used to float down from the Proto-Trukk after the falling trio.

"Why does a paper fan hurt so much?!" Kevin complained, two big red marks on his face.

"Buddy, I could tell you stories," Makoto deadpanned as she fell between the two, "Only the times I've been hit with it weren't Mana-powered."

"Come on, Way Big!" Ben pleaded, slamming the Omnitrix.

The two flinched from an exceptionally bright flash. Makoto and Kevin grunted as they already landed on something. They felt the quake of said 'something' hitting the ground. The two opened their eyes as they saw what they were standing on. Towering over literal mountains was the biggest alien within Ben's arsenal. A giant among giants of an alien with an all white body save for the red which began just under his knees going down his shins and ending at his feet like boots. The same red coloring formed around his shoulders going downward slightly and stopping just shy of his upper arm muscles, and going straight along his clavicles and meeting at the base of his neck before going down the center of his chest like a tie, expanding into a circle to frame the Omnitrix right in the center of his solar-plexus, and continuing down to end at a point above his stomach. His long arms likewise had this same red feature start from his elbows and jutting out as large bladed fins, before going down his forearms and stopping just before his knuckles like sleeves. His neck was covered in a black collar stopping at his jaw line, his face was white with two almond shaped green eyes, red markings along his lower jaw and a red and black fin antenna atop his head.

"..." Makoto began to squeal in pure excitement as she looked up, stars in her eyes as her tail began to excitedly wag, "Ultraman~!"

"If only...can't fly sadly." Way Big replied as he began stomping forward, "At least...not yet...I hear To'Kustar's can kinda fly."

"I'm holding you to that!" Makoto exclaimed, her tail still wagging in excitement.

"H-hey! Wat-pfft!" Kevin gagged when her tail hit him in the face.

"Huh? You say something Kev?" Makoto asked, turning around for a second, "Eh probably not important…"

"Grr…" Kevin growled in annoyance as he moved out of the way, "...Where is Malware anyway? Did Ragna scare him off?" he asked, putting his hand on the red section revealing it to be some organic bio-metal which he absorbed and copied into a protective armor for himself.

"I don't think I'm that lucky…" Way Big spoke, stopping as the ground began to crack and rumble. He backed away just as it exploded, letting a giant Monstrous version of Malware rise up from the ground.

"Oh my god…" Kevin began.

"...Zilla…" Makoto whispered as indeed Malware chose to take on a more beastly visage in his gigantic form.

His new form hunched forward as his head extended in an animalistic snout with his lower 'jaw' decorated in a spiked armor. Curved bladed spikes formed along his neck before multiple jutted from his back like wings almost. They continued down his back and down his new tail. His feet split into three talon like toes as he marched forward.

**=BEN TENNYSON!=** Malware roared.

Way Big lifted his hand up and opened his palm for his friends to jump on which they did, he moved his hand to the side and down close enough to the ground to jump off. Way Big stood back up as he cracked his neck, "Let's. Do. This."

_**GRRRAAAAAHHHH!**_

"Shaa…"

With that, the two giants rushed one another, shaking the ground as they tackled into one another, causing the very ground around them to explode. Way Big knocked Malware's arm back before punching him across the face, making him stagger back. Malware growled only to grunt as he was shoulder checked by the To'Kustar, making him skid back. Way Big grunted, swinging his arm back before swinging a punch as he struck Malware with a powerful shockwave which blew dust and debris for miles.

"Awesome~!" Makoto awed as Gwen finally landed.

"Well, Ben's...excited," Gwen muttered.

The two giants grunted, crashing into one another as they clasped hands and began pushing against one another. Green energy formed around Way Big's hands as Malware channeled red into his claws. The very ground beneath their feet began cracking before a large crack formed as both began pushing one another away via splitting the ground beneath their feet. Way Big grunted as he jumped forward and landed his knee into Malware's torso, knocking him over and landing on the ground. Way Big grunted as he brought his hand down and began hammering on Malware, making the ground shake even more.

Malware roared as his arm shot up and slashed Way Big across his chest, forcing him to get off. Way Big rolled with it as he got back to his feet as Malware used his body moldability to return to his feet. The two charged as Malware swung only for Way Big to block his claws and land an uppercut that knocked him back several steps. Way Big swung another punch only for Malware to swing around and smack his tail into Way Big's back, sending him stumbling forward.

"Why are we even here!?" Kevin snapped.

"Let's face it. Until Malware shrinks back down...Moral support," Gwen replied.

"Punch him in his stupid face!" Makoto cheered just as Way Big swung and back handed Malware across his face, "Yeah!"

"...Why is her cheering making me want to do my normal thing when Rath's out and about and not after me?" Kevin asked.

Malware growled, charging a beam in his eye only to grunt as Way Big slammed his palm into his jaw and forced his head to aim up and shoot his beam up and into space. Way Big raised his foot and slammed a kick into Malware's chest, sending him skidding back. The two grunted as Malware charged up another beam. Way Big grunted as his arm's red sections began glowing with green electrical sparks.

Way Big stomped forward a step before crossing his left arm across his right at the wrist forming a plus sign with his arms before he fired a beam of blue energy from the side of his right hand just as Malware unleashed a red beam of energy. Both energy beams struggled against one another as sparks of energy rained from the meeting point. Way Big roared as he twisted his arms around and crossed them at the center of his forearm, forming a large X as the beam quadrupled in size. Malware roared as his jaw opened and fired a second beam that merged with his optic blasts. After a while, the two beams reached such critical levels that an explosion rang out which cleared miles of field of any plant life leaving only barren wasteland.

"Okay...how much has he been holding back in the past!?" Kevin snapped.

"Honey...remember when I told you Ben 'almost' killed you when you lost control of your powers?" Gwen asked.

"Yeah?" Kevin squeaked.

"Yeah...still didn't go all out like now," Gwen finished as she lowered the barrier which protected them, "Trust me when I say Malware...is the one being in the cosmos...Ben has the legitimate will to destroy with little, if not zero restraint...for crying out loud, he tried to kill him when he was 11 and managed to traumatize him enough to want to get the Omnitrix off his arm!"

"It's a darn good thing I fell in love with you…" Kevin muttered.

"Yes...yes it is," Gwen turned back to the fight as the smoke cloud was cleared away by the two striking one another again.

Way Big spun around and kicked Malware, the mutant Mechamorph spinning his body and slamming his tail into Way Big. Way Big grunted in pain before grabbing the tail and twisting his body, lifting and swinging Malware around by said tail. He spun around, picking up speed before aiming for a nearby mountain and tossing him with all his might, letting Malware splat against and shatter said mountain to rubble. Malware grunted, reforming before he cried in pain as Way Big blasted him with his cosmic beam. Way Big rushed while shooting before stopping the moment he was within close range. With little energy still forming on the side of his hand, he swung it in a karate chop which sliced through Malware's neck, sending his head flying into the distance.

"Jeez…." Kevin grunted as Way Big skidded to a stop, his arm smoking.

Malware lifted himself up as he reformed, his head following suit as he growled happily. The two glared at one another before charging once more. Malware rushed as he tackled into Way Big and began pushing him back across the ground. Way Big lifted his arms and brought them together and slammed them into Malware's back, breaking off his back spikes. Malware grunted as he felt Way Big's arms snaked around his torso before he planted his feet...and with a mighty roar, the To'Kustar lifted the Mutant Mechamorph up off the ground and into the air. Way Big spun around before tossing Malware straight up into the air. As Malware regained some sense of control over himself in the air, he was blasted by another cosmic beam which pushed him through the air before slamming into yet another mountain.

"I don't even know when Ben had the time or space to practice with Way Big…" Gwen admitted.

"It's like legit his strongest form after Alien X, right?" Makoto asked.

"Pretty much...I can't even block his direct blast...Don't ask," she quickly replied, given the surprised look she got from both Kevin and Makoto.

"One thing's for sure...Malware has to be distracted," Makoto spoke.

* * *

"HA!" Ragna roared, slashing apart another Malware clone before coughing in pain as another Malware punched him, sending him flying through a wall.

**=This...is tiresome…=** Malware grunted.

"Like I said...I can go all day," Ragna grunted.

**=Oh I'm sure...hmm?=** he turned to an explosion in the distance, **=Tennyson!=** they all began shouting.

"What…?" Ragna turned to see Way Big fighting the Giant Malware, "Well holy shit! He can do that!?" he gawked as Way Big and Malware had another beam struggle.

* * *

"We have not seen a single Malware…" Dribba spoke as they landed and descended into the worlds core which thankfully was safe given that it was a literal synthetic planet the Galvan's built.

"Given the rumbling and shakin' we heard a while back, Ben has gone Way Big," Blukic replied.

"You mean a giant alien?" Mai asked.

"No. That's the name of Ben's second strongest alien, Way Big, a To'Kustar," Max added.

"Tokusatsu?" the two girls blinked.

"No. To'Kustar," Max corrected, "And yes, the name does sound similar."

"So does he…?" Mai began.

"Yes, he does look like what you might be thinking," he nodded as they felt more shaking.

"...Makoto must be having a great time right now…" Noel whispered.

* * *

"This is the greatest day of my life!" Makoto cheered as Way Big drop kicked Malware, sending him skidding into another mountain, "Oh I wish I had some popcorn right now~!"

"It feels like the only thing missing is a 100 meter metal folding chair for him to smack Malware with," Kevin added.

"Oh that would be so cool~!" Makoto squealed.

"How about a mountain?" Gwen awkwardly chuckled.

"Huh?" both blinked as Way Big swung a karate chop and cut a giant chunk of mountain from the ground before lifting it up over his head. He jumped before slamming it down and smashing Malware's head in as the rock crumbled to ruble.

"...So cool~!" Makoto beamed quietly as her tail wagged once more, "Oh I am feeling _so many_ tingly sensations in my naughty bits right now…"

"...TMI, dudette…" Kevin cringed as he stepped away from her.

"It's so rare for me to see _you_ as the one who's freaked out…" Gwen muttered, "I had no idea it was actually so easy. Or that you were such a boy…"

"Hey...Wait. What's that mean?" Kevin asked.

"And that's why she's both the pretty one and the smart one," Makoto added, pointing to Gwen with a squirrely smile on her face.

"Hey…" Kevin complained.

"Back to Kaiju fight!" Makoto cut him off.

Way Big grabbed and dragged Malware back to his feet before punching him across the face again. Way Big then stopped as his Omnitrix began beeping. He grunted as he crossed his arms and charged up another cosmic beam. Malware roared as he charged his enemy. Just as Way Big fired the beam, the giant mutated Mechamorph let it tear through his body only for said body to spread forward in its semi-liquid state and cling to Way Big's arms. Way Big grunted as Malware began spreading across his body.

"Oh that cheater!" Makoto snapped, "Hacks! I call hacks!"

**=You have been a thorn in my side for long enough, Ben Tennyson...Enough is enough! From here on...you will bother me no more!=** Malware snarled, spreading across Way Big rapidly **=I shall deal with you now so that Azmuth's pride and joy...You and his Omnitrix...will no longer be around to protect him! With you gone...Azmuth's suffering shall begin! And once I absorb the planet's core, only despair and utter destruction shall remain in my wake!=**

"I...won't...let you!" Way Big growled as his entire body was covered in Malware's shell.

**=Poor Ben Tennyson...you couldn't stop me as a child. And even now after years of fighting, of facing monster after monster, the sad truth is...you still can't overcome the one loss that hurt you the most. As long as I exist, you shall always be a failure= **Malware spoke as his head reformed and roared before biting down and slamming Way Big into the ground just as the Omnitrix timed out **=And now wallow in that failure...as you are assimilated into me=**

"Ben!" Makoto cried out as she ran out towards him.

"Makoto, wh-" Gwen began.

"You two rally the troops! I'll help Ben!" Makoto shouted

"...It's better than doing nothing I guess," Kevin shrugged.

"Be sarcastic later!" Gwen ordered, using her mana to drag Kevin off.

"Ugh…" Ben groaned as he looked up, seeing Malware's hand descending down on him, "?!"

"I gotcha!" Makoto shouted as she grabbed him, quickly going into a roll to get out of the way of Malware's attempted grab.

**=Grr...insubordinate mutant!= **Malware growled as Makoto attempted to run with Ben, only for a large wall made from his body burst from the ground **=You will not delay the inevitable!= **

"Oh yeah?! Well I'm not afraid of you!" Makoto barked before much to her surprise, Malware began to grow in size with each passing second, becoming more and more monstrous as he now practically towered over the two brunettes.

**=How about now…?= **Malware growled before wincing a bit, holding his side a little **=Blast it...that 'human' took more out of me than I anticipated…but it doesn't matter. Any minute now, I will absorb the planet's core!=**

* * *

"We're running out of time!" Mai shouted, noticing the timer was low on minutes.

"We're almost done. We just need some copper," Blukic argued before Max handed Driba a penny.

"...And your belt buckle," Driba added.

"Why?" Max asked, apprehensive of giving up the thing which held his pants up.

"Who're the geniuses in the room?" Bluckic asked.

"Raise your hand if you are," Driba added as the two Galvans did just that.

"Girls, if this goes where I think it is...guard the door…" Max sighed.

"Yes sir!" Mai and Noel saluted as they turned towards the entrance just as Max took his belt off.

"St-still, could you hurry please?" Noel asked as she looked at the clock, "We only have...ahh! Five minutes left!"

"Plenty of time!"

"That doesn't exactly assure us!" Mai complained.

"Why? We're done."

"Oh I hope we are lucky this time…" Max sighed.

"Oh, wait. We need your shoelaces as well," Driba noted.

* * *

"Such senseless destruction," Azmuth sighed as he looked at the floating bodies that had once been living Galvanic Mechamorphs while the Proto-Trukk flew through them and bits of the part of the moon still out in orbit.

"You seem to have a strong connection to the Mechamorphs, sir," Tsubaki noted.

"Of course I do. I was the one who created them," Azmuth replied, earning a surprised look from her, "It was a long time ago and we were working on cultivating the moon. My invention meant to instill life onto dead planets, the Helix, was tested on the moon. What occurred was life being instilled into the moon, but the creation of the Galvanic Mechamorphs was a surprise even to me. We gave them the moon as their own home and what they made was simply amazing. Entire cities in mere moments." his fond smile turned saddened, "Unfortunately, when the time came to turn off the Helix, there was a Galvanic Mechamorph still in the process of being created, meaning he came out incomplete, his body corrupted and left frail and yellow. He was unable to combine with technology and could only break it down. Even his fellow Mechamorph could be killed by a single touch."

"Malware…" Rook realized.

"...Wait. _Yellow_?" Tsubaki asked.

"You can blame my former apprentice Albedo for that," Azmuth replied, "He modified the second Helix I was making to heal Malware to try to instead destroy Malware, but it instead gave him the ability to adapt the technology he destroyed into his body and turned his body red."

"Ah...Ben's Doppelganger that he told us about," Tsubaki sighed, "I thought Ben was exaggerating his ability to make things go from bad to worse."

"Another item on my list of shames...A student who just could not learn to be happy with what he had," Azmuth sighed, "Along with Malware...something I gave life to...but also cursed with endless pain."

"Azmuth, sir, there's something floating around the largest part of the moon," Rook noted.

"Take us over there," Azmuth ordered.

Rook quickly flew the Proto-Trukk over to the largest chunk of the moon still in orbit. Floating near it was a pitch black and dark-green pyramid of sorts with four poles at the base. Within minutes, the item was brought into the vehicle and Azmuth began to examine it.

"Despite what happened, the Helix is still intact," Azmuth noted.

"This is the Helix?" Tsubaki asked.

"Yes, not as grandiose of a machine, but a personal favorite of my inventions," he explained, "It is slightly corrupted...but I can fix it. It will take some intense focus though, but if I can finish this in time, then we might just yet stop Malware."

"Perfect," Rook smiled.

"Now then...do either of you have any pocket change?" Azmuth asked.

* * *

"Kevin, how long are you going to let this keep going?" Gwen asked calmly as the two walked towards the main city of Galvan Prime.

"Letting what keep going?" Kevin asked nonchalantly.

"Oh for the love of...you are dragging an Anubian Baskurr by your pant leg!" Gwen replied, pointing at Khyber's pet growling through Kevin's armored pant leg as he dragged her along with each step he did.

"Oh...Didn't notice until now."

***SMACK!***

"Ow! Why do you still have that thing!?" Kevin demanded as Gwen lowered her glowing paper fan, "And how did it get through the To'kustar plating I'm coated in?!"

"Enhancement spell on it," Gwen replied before gently scratching behind the Anubian Baskurr's ears, causing her to let go and lean into the scratching fingers, "There we go."

"...I could've…" Kevin began before a bright red flash went off, causing him and Gwen to look out in the distance to see Malware blasting at something.

**=Stand still, you blasted amalgamate of human and Earth rodent DNA!= **Malware snapped.

"Ben timed out again," Kevin noted.

"At least he has someone there making sure he doesn't get blasted apart," Gwen noted.

"And not us this time. Have I mentioned how much I loved that we moved away at times?" Kevin chuckled.

"Kevin," Gwen giggled before Malware fired again, "Alright, enough joking. We need to get reinforcements."

* * *

"Your aim sucks! Does your big body make aiming even worse than a Stormtrooper?" Makoto taunted with Ben on her back.

**=Insufferable little rodent!=** Malware roared.

"Bleagh~!" Makoto stuck her tongue out at him as she sidestepped another blast, "Honestly you're not that scary! At best...you're at the bottom of the top four scariest things I've seen!"

**=I shall enjoy destroying you along with Tennyson!=**

"I'd like to see you t-" Makoto began before she suddenly stopped, tensing as she looked down to see a piece of Malware holding onto her leg, "H-hey! Let go!"

**=Now...I will let you and Tennyson meet Oblivion!= **Malware growled as he reached down to grab the two, only to stop when he sensed something **=...What?! This cannot be...why can I not absorb the planet's...no...impossible! The firewall?!=**

"What's wrong? Hit a blockade or something?" Makoto smirked before Malware grabbed her and Ben, "Ahh!"

**=Your friends may have delayed the inevitable...but your journey ends here, especially Tennyson's!= **Malware shouted as Makoto and Ben were being pulled into his body.

"GH! Can't...move..." Makoto grunted before a flash went off, making her flinch before she was grabbed, "?"

"Sorry…" was all Diamondhead grunted before managed to pull Makoto out and threw her.

"Ahh!" Makoto yelled as she hit the ground, the Beastkin only in her jumpsuit now as her armored-parts were gone,"Ah mou...there goes my a...AHH! Ben no!" she gasped as she saw Diamondhead sink into Malware's hand.

**=And so...one of my pains is gone, and with Azmuth's life...finally, I shall be free of pain! I will be free of his curse of pity and detest=** Malware spoke **=And then...your entire world will suffer as I did=** he looked down on Makoto.

"...Ben…" Makoto whispered, the Beastkin beginning to pant heavily as her fists began to shake.

**=Oh? Worried about Tennyson? Well...you won't...= **

"You…" Makoto began to growl, anger building up inside her as a symbol faintly appeared behind her before an energy gate followed, "You…!"

**=Hmm?=**

"BASTARD!" Makoto roared as she threw her fist for a punch, causing a giant energy fist to rocket forth from the gate as it slammed hard into Malware's face, managing to knock him flat onto his back and cause the ground to rumble.

**=Gah! That energy again..the same that came off of that 'human'... What is…?= **Malware began before Makoto jumped high over him, various energy gates behind her...though she was unaware in her rage induced state.

"Give me back my friend, you son of a bitch!" Makoto roared as she rapidly punched forward, sending a barrage of giant energy fist at Malware, each strike causing the ground underneath to crack as Malware was slowly buried into the ground, "RAAAAAAAHHHH!-!-!"

"...Did you know she could do that?" a Galvan asked among the army that had approached, pointing at Makoto.

"No, no I did not," Kevin replied as the Anubian Baskurr hid behind him with wide eyes, "And I've seen her break a moon-sized meteor by punching three weather-controlling robots into it…"

"I get the feeling she's going to regret it once the adrenaline is gone," Gwen noted, "That punch he talked about earlier? She couldn't move a finger without a lot of pain."

"Hopefully she's not rattling Ben around in there," Kevin added.

* * *

"Okay I know I got eaten...but is tenderizing really needed?" Ben groaned, floating within Malware's body. He was about to move before the scenery suddenly changed, making him blink as he was now standing at a familiar location, "...I'm home? But...how did I get here?"

"I like school…" a voice spoke, causing Ben to turn to see a younger version of his cousin stepping out of a familiar RV as his eleven year old self followed, "But I feel we learn a lot more with Grandpa Max."

"...Oh great. More time travel…" Ben groaned.

"Are you gonna say it?" the young Gwen asked as she looked at the younger Ben, who hung his head as his hair shadowed over his eyes, "'You like school? What a dweeb…'"

"..." the younger Ben said nothing as he walked away from her, her annoyed look being replaced with one of concern.

"You've been quiet, kiddo," Max noted as he walked up to the younger Ben.

"...Yeah. I guess…" the younger Ben sighed as he walked towards his house.

"...You've been through a lot for the past few days. Go on in and rest up...hopefully, you'll feel better."

"..Yeah…" Ben sighed as he walked in.

"Grandpa, is Ben going to be okay?" the younger Gwen asked in concern.

"...Yeah. Just give him time," Max slowly nodded.

"...Wait. I remember this…" Ben whispered in realization, walking into the house to see Azmuth looking at his younger self, who was resting face first on the couch.

"I've come seventy six thousand lightyears to see, and I don't even get a formal greeting?" Azmuth asked.

"Oh...hey Azmuth…" the Younger Ben replied, not even bothering to look at him.

"So how is my greatest invention? Haven't dropped it in the toilet or blown it apart?"

"No...I guess not…"

"You know…You've been doing an awful lot of winning since you've taken possession of my Omnitrix."

"So?"

"So you don't learn anything when you win, Ben Tennyson" Azmuth replied as he looked up at the ceiling before both Bens looked at him, at which he looked back at 11-year-old Ben, "Losing this transformation, the Conductoid that you call 'Feedback,' was hard. Wasn't it?"

"..." Kid Ben slowly sat up, "Yeah. It felt like he was a part of me."

"Well you can let that one loss define you from now on," Azmuth stated, hopping off the table as he began to walk off, "Or you can learn from it," he added, looking back at him for a moment before he left.

"Did you?" Kid Ben's voice spoke, earning the attention of the current Ben.

"Huh?" he blinked as the area shifted back to inside Malware, "You...you can see me?"

"Did you learn from it?" Kid Ben asked his older self, really wanting to know what lessons could be learned from this. What did he learn that could make that pain worth it.

"Yeah...losing bites," Ben replied simply, making his younger self lower his head in disappointment, "Look, I don't think there's any big takeaway from our big fail back then." he spoke, crouching down and putting his hand on his younger self's shoulder while staring him in the eyes.

"Guess you're still mad at me, huh?" Kid Ben asked.

"Dude, no. I'm mad at…" Ben stopped as he realized the true irony of this conversation. How could he console himself when the truth is part of him was still mad at himself? The true difficulty of trying to justify a mistake to yourself, to make yourself feel better when you know its your own fault, but maybe that was also the point, "You know what?" he spoke, standing up "Maybe I gotta forgive you...uh...slash me."

"You do?" Kid Ben asked, looking up at himself, his voice sounding...hopeful.

"Yeah," he smiled, "Beating ourselves up is just doing Malware and anyone else we ever go up against a favor! We're not losers...we have the greatest friends and family in the universe! So we lost one alien...who cares?! So from now on, let's save the beat down for the bad guys. They're the ones who deserve it! Deal?" he asked, holding his hand out to his younger self.

"...Deal," kid Ben replied, a smile on his face as he accepted the handshake, both his and the older Ben's Omnitrixes going off as a bright green flash went off.

* * *

"Ahh...ahh….ahh…" Makoto heavily panted, sweat pouring down her face as she stood before a large crater, "Come on...get back up...you bastard…and cough up...my friend…!"

**=Get back up, you say?= **Malware began as he reformed, now towering much larger than before, easily several times larger than Way Big **=I'll get back up as many times as it takes until I destroy everything Azmuth stood for! Soon, like his beloved champion and Omnitrix, his very world shall crumble!=**

"Oh crap…" Makoto muttered as he stomped closer.

**=But if you miss Ben Tennyson so much...allow me to reunite you with him!=** he growled while raising his arm up, only to stop and growl.

"Huh?" Makoto blinked in confusion as she heard...explosions coming from within Malware.

"Why'd he stop?" Gwen asked as Malware stumbled back a step.

**=Gah…AH!=** Malware cried in pain as an explosion erupted from his head before a beam of blue energy shot out and into the sky.

Two hands shot out and grabbed the top of Malware's head as a figure slowly pulled himself up. A tall alien with a body seemingly covered in an all black material stood there, his fingers ending in golden plug-like armor with matching golden studs on his shoulders. He had a single emerald green eye as two tendrils hung from the back of his head like ears with similar golden plugs tipping the ends. A matching tail swished around as again a golden plug ended at the tip. A splash of green covered his chest around his Omnitrix, showing all who he was. The alien smirked as he crossed his arms as the beam finally died down.

"...Ben?" Kevin blinked, never seeing this form before.

"Feedback!" Gwen gasped.

"Ben!" Makoto cheered.

"Hey everyone! Did ya miss me!?" he smirked before looking up as Malware brought his claw down on his own head, only for Feedback to have already jumped off. He smirked as he held his hands out and unleashed streams of electric energy which slowed his fall down letting him safely land next to Makoto, whom he picked up with his ear tendrils, "All aboard!" he cheered, running off at amazing speeds as electricity sparked off his feet with each step.

"Whoa! What's this form?!" Makoto asked.

**=A Conductoid?=** Malware questioned **=Impossible. I destroyed that sample!=**

"Yeah, but Feedback rules so much he said...forget that! I'm Back baby!" Feedback cheered, stopping next to Gwen and Kevin, "Oh man! I gotta say ever since you popped back up into my life, Malware...I've never felt better. Like all the weight of your giant wannabe Kaiju butt has been lifted off my shoulders, and you know what...It feels good to be me again!"

**=Grr! I destroyed that form once before, and I can do it again!= **Malware snarled as he unleashed a giant beam at Feedback, who merely smirked as his ear tendrils moved forward, causing the beam to be absorbed into them.

"Oh. And thanks for reminding me why I love using Feedback so much. He rules!" Feedback smirked.

"Did...did he just eat that giant laser?" Makoto asked.

"Yes...yes he did…" Gwen muttered.

"Whoo!" Feedback cheered, holding his hands out and blasting a beam or blue electric energy. Which Malware blocked with his arm, only to cry in pain as massive craters formed in said arm, his circuit patterns glowing green for a moment as the wounds took longer to heal than normal.

"...Oh that's so cool…" Makoto whispered in awe before Feedback took off towards Malware, using blue energy from his fingers to propel himself forward, "And he can fly?!"

"I...Is it safe for him to be Feedback again?" Gwen pondered.

Feedback grunted as he rolled across Malware's hand before running along it, blasting energy from his fingers to propel him up the giant's arm. He grunted, jumping over another strike as he continued running and shooting. He stopped as Malware stared at him and, to his shock, blasted his own arm, letting the explosion send Feedback flying off and landing into a pond.

"Ugh...I'm not making much of a dent at all," Feedback complained as he surfaced, "And sooner or later, I'm gonna run out of juice."

"Ben!" Feedback turned his head to look over at Gwen, who was dropping a mana barrier that had bounced debris from Malware blasting his own limb and pointing up, "Look!"

"Huh?" Feedback looked up and his sole eye widened.

**=...What are you staring at?= **Malware demanded before, much to his shock, Galvanic Mechamorphs began falling down from the sky and began hitting him, causing parts of his body to crack **=What?! That cannot be! I destroyed them all!=**

"The hell did I miss?" Ragna asked as he staggered over to the others with his arm and eye normal, "I was resting for a minute before I noticed this giant asshole...and now it's raining slime again. ...What the hell kind of planet did I get pulled onto?"

"Slime? Those aren't slimes. They're the Mechamoprhs!" Feedback smiled.

"...Aren't those the same species as that Upgrade form of yours, kid?"

"Back to being called kid…" Feedback grumbled as Malware began to break apart.

"Aw yeah! That's what I'm talkin' 'bout!" Kevin cheered before grabbing Gwen and the Anubian Baskurr and moving out of the way of a piece crashing where they had been before it turned green and became a normal Galvanic Mechamorph, "Okay, maybe get out of the zone of the falling giant alien monster's breakdown?"

"Good idea...Hopefully th-" Makoto began before a chunk of Malware fell across from them, which soon changed into Malware in his original size, "Oh, come on!"

"There's gotta be a way to take this guy out," Feedback growled.

"Might I suggest these then?" Azmuth's voice suggested as Feedback turned around to see the Proto-Tukk land, the back opened to reveal Azmuth standing beside the Helix.

"The Mechamorphs...that was you?" Feedback asked.

"Once the Helixes were fixed, it was a small matter to re-energize the Mechamorphs," Azmuth simply explained before motioning to the Helix, "And I believe there's enough remaining energy for your purposes."

"Sweet," Feedback smirked before plugging both his antennae into the sides of the Helix, "Then let's turn on the power."

**=GRAH!=** Malware roared, rushing past the Mechamorphs who got in his path **=ENOUGH OF THIS!=** he roared before glaring at Feedback and Azmuth; he swung his hand and batted anyone else out of his way before aiming his arm cannon **=CURSE YOU! BEN TENNYSON!=** he shouted before unleashing a powerful blast intent on wiping them all out with the power he had left.

Feedback swung his arms back before throwing them forward, the plugs on his fingers unleashing a concentrated white beam with blue electricity crackling off it. Malware's massive red and black laser blast collided with Feedback's much smaller white and blue one...only to be ripped through within an instant. Malware's sole eye widened just before the blast slammed into him, creating an explosion. Slowly, the smoke dissipated and revealed to everyone Malware's stone-like form, his body showing itself as it had originally been; a thin, skeletal state with a claws arm reaching out as it appeared to be emerging from a more filled out form which seemed to come from the beast-like form they had all seen him as that day. The last two cracked before crumbling away into dust, leaving just the corpse of the skeletal Malware behind, forever stone.

"He returned to normal…" Feedback spoke.

"...I suppose in a sense, this has finally freed him of his endless pain," Azmuth spoke, jumping up to Feedback's shoulder, "I wanted for the longest time to give him that freedom...but not like this."

"Nothing ever happens like it's planned," Ragna snorted, "Ya just gotta deal with it and move on and stop that damn 'what if' talk in your head."

"Yes... I suppose you are right, boy. Crude, but right," Azmuth spoke, making Ragna blink, "You have my thanks, Ben Tennyson and friends."

"Did you just thank me?" Feedback blinked.

"Well, I have to once in a while. But if you think I'm going to thank you everytime you save the known universe, you're starved for attention...Try getting it from the girl beside you or your grandfather," he replied.

"So close to heart warming," Feedback chuckled.

"I'm cold blooded. What do you want from me?" Azmuth countered, jumping off, "Now if you don't mind, I have stuff...oh, and people to attend to."

"Oi, Frog…" Ragna began.

"Boy, don't make me teleport you to the nearest Red Giant on the verge of going supernova," Azmuth cut him off.

"Shutting up," Ragna stated quickly.

"Hehehe…" Feedback and Makoto laughed before the former timed out.

* * *

"So he's really gone?" Noel asked as everyone was before the Proto-Trukk, getting ready to leave.

"Ben literally fossilized him!" Makoto replied, her left arm in a sling and covered in bandages.

"Still can't believe you passed on those healing tanks they have here," Kevin noted.

"Eh, they probably need 'em more for the people here that got hurt when Malware rained on the planet," Makoto replied with a shrug of her good arm.

"What I don't understand is...how did you get Feedback...well back?" Gwen pondered.

"I don't know. I...just got over how I originally lost him and-boom!-I just became him," Ben explained.

"Well, you were inside the one who dissolved him. Maybe the missing parts of the genetic sample were inside of him," Tsubaki suggested.

"Maybe…" Ben shrugged.

"Well, Azmuth said Ben and Feedback synchronized a lot...So maybe the DNA sample was actually inside Ben the whole time?" Makoto offered, "If he got it back after getting over the event where he lost him, it's the same as getting over a mental block."

"We can discuss philosophy over this on the way back to Earth. I left a very annoyed Pakmar in the complaints office," Max replied.

"Aw come on!" Ben and Makoto exclaimed, "We didn't do anything!"

"Well, I'm just happy two of the monsters who were after us have been stopped," Mai spoke, "That just leaves Khyber."

"And Gwen's got a test in the morning," Kevin noted, "Oh, one more thing." he gave a sharp whistle and the Anubian Baskurr ran over to him, panting with a wagging tail, "Attagirl! That's a good Zed."

"And he's named the girl," Makoto deadpanned, "...Why Zed? She seems more like a Rexy."

"That's because of the dinosaur-like look she's got, isn't it?" Kevin asked.

"...Maybe…" Makoto replied.

"Zed's the Tetramand Deity of Wildness Combat," Ragna explained, earning surprised looks, "What? I live with a Tetramand barkeep and his Necrofriggian fiancee waitress."

"Neat…" Makoto noted before crying in shock as Zed jumped her and began nuzzling and licking her again, "Down, girl! Down, girl!"

"May have to tell her not to eat squirrels and just lick 'em when we get to Earth," Kevin mused.

"Oh ha ha…" Makoto deadpanned as Zed got off her and back over to Kevin.

"Oh! Kajun wanted me to call her once we were off Galvan Prime," Noel remembered as they got in and took off.

"Gh?!" Makoto tensed at that.

"Though…I don't remember why she wanted me to call her," Noel continued.

"Ah...It-It may not be all that important, Noellie," Makoto replied as she mentally sighed in relief.

"Hey, what are those Mechamorphs doing?" Ragna asked as they flew past the shattered moon where all the Mechamorphs were floating amongst it.

One by one, the Mechamorphs held hands with one another before they melded together into a large black slime that grabbed the broken moon's parts and pulled them into the slime. More and more was gathered until none was left unobtained by the slime. It quickly reshaped into an orb before the slime split back into normal Mechamorphs...revealing Galvan B completely repaired.

"...Well that happened," Ragna noted as he collapsed into his seat, "Wake me up when everything makes sense again."

"Well...Kajun missed something she'd drop her tablet at witnessing," Mai noted.

"That was arguably the coolest thing ever," Ben chuckled.

"Yeah…" Makoto agreed.

* * *

_GT: Whew. That's it for this._

_SZ: And thus ends season one for Galactic Shift Extend...and hoo what a ride it has been so far._

_Z0: I made things so much worse! I also fulfilled my dream of writing a Kaiju battle...I am complete. _

_GT: Glad to know. Though I thought your dream was writing a Kaiju battle with all the versions of Godzilla._

_Z0: I never said I was fully complete. Just for now. Mwahahaha...Mwahahahaha! Ah...just so you know...give me the single slightest chance and I will make Godzilla appear and tear up the world._

_SZ: Don't let him! Especially if he makes Godzilla kaiju be a predator for a T-oops…Ignore that Z0! Ignore that!...GT! Z0 has that look in his eyes again!_

_Z0: TOO LATE! I WILL NOT BE DENIED!_

_GT: I should mention that Godzilla is a fictional character in GSE. *sees Z0 slump in a corner in defeat*_

_Monokuma: *pokes his head in* Who's to say one of his Kaiju isn't fiction, upupupupupu?_

_SZ: SHUT UP, MONOKUMA!_

_GT: …*sees Z0 slowly get up, glowing* ...Read and review, folks. Because I am fleeing! *flees*_

_SZ: Same!*runs for dear life...before coming back and punting monokuma into the room*you're the sacrifice._

_Monokuma; Ow! The hell?! What...what's that ominous sound? ...Why is boss music playing?!_

_Z0: AAAAAAHHHHH! *powers up causing the sky to darken as lightning begins striking the ground and chunks of it rise up into the air* __**AAAAAAHHHH!-!-!-!**_

_Monokuma: OH GOD!*the entire screen went black as the sounds of him crying in pain, ripping, and tearing filled the air*_


	26. In the Day of: Mai and Kajun

_SZ: Whoo...okay…*cracks neck a bit*Break from GSE is over! Let us get back to it and begin season 2!_

_Z0: WOOHOO! *ducks back into my corner to play my Switch*_

_SZ:...He's been playing Pokemon...same with GT._

_GT: *sitting on a Rillaboom* Mr. Chuckles is a good boy and my Shield Starter. *high fives a Raboot* Arthur here is my Sword Nuzlocke Starter._

_SZ: Ahem! We own nothing aside from original content, so..z0! Start us!_

_Z0: Right then, *clears throat* Gang GIGANTAMAX BAND! *6 Pokemon begin growing to massive size* Hit it! *rock music begins playing as the entire city shakes before exploding* _

* * *

"Mmm...finally a week off," Mai sighed in relief as she stretched a bit, the bluenette wearing awhite tee underneath a blue vest and a pair of blue jeans.

After the whole Malware incident that took place on Galvan Prime a week or so ago, the girls were given a week off to chill and relax. Ben, however...only got a few days off before being called back to work as he and Rook had to go off world to the planet Peptos XI, the current homeworld of Upchuck's species, the Gourmands. It took all of them to keep Noel from following in the hopes of cuddling an entire species. Thankfully Jenny-who had finished her system upgrades to make sure nobody (Billy) would hack into her systems and use her like a puppet again-decided to take Noel out of town to help her relax. Tsubaki...well she decided to take her time off by staying at Plumbers HQ to help Magister Tennyson with any odd jobs he needed while off the field, meaning the house was now occupied by Mai, Kajun, and Makoto.

"...Question is...how am I gonna spend my week off?" Mai pondered as she stepped out of her room, "...Makoto must be bored out of her mind..maybe..no no. Knowing her, she might suggest something that would spiral WAY out of control…"

"You can't catch me!" Makoto shouted, running through the house in a pair of black track shorts that hugged her curves and a dark-yellow sweatshirt with an acorn printed on the right breast, "I'm not gonna tell you nothin' science girl!"

"Makoto Nanaya, you get back here!" Kajun shouted as she chased after her, "I demand you tell me what you know!"

"NEVAH!"

"What did I just walk into…?" Mai whispered with wide eyes.

"Hmm?" Kajun blinked as she skidded to a halt, letting Mai see she was wearing her usual lab attire, "Ah Mai. Perfect ti-"

"FREEDOM!" Makoto shouted as she leapt out the window.

"...Blast…" Kajun whispered, biting her thumb in frustration, "She escaped…"

"...Kajun, what are you trying to do to Makoto?" Mai cautiously asked.

"Getting information out of her." Kajun explained, "Did your forget what she said back on Galvan Prime? If not for work, I'd have captured her for this information days ago!"

"Nah-nah-nah! Can't catch me!" Makoto taunted from outside as she was sitting in a tree.

"Mmm!" Kajun fumed at that.

"What she said back on…" Mai muttered, trying to recall that before it dawned on her, "..It's about the Azure Grimoire isn't it?"

"Yes!" Kajun answered, "Kokonoe seemed to have known something about it and kept info on who had it secret! Even I couldn't even hack into her systems! And when Makoto mentioned the Azure Grimoire...she KNEW who has it, and is keeping it secret!"

"And I plan to!" Makoto shouted, leaping out of the tree before bolting for it, "Later!"

"Shimatta…" Kajun cursed before tensing, an idea forming in her head as she turned towards Mai with a rather...unsettling smile, "Oh Mai~"

"No...please...no...it's my day off...no misadventures...please…" Mai rambled, backing away from her friend.

"Just for today…" Kajun said as she began to step towards her.

"Kajun no...I know that look! It's giving me vibes...certain vibes to a certain mission in the forest again!" Mai argued.

"Oh please. You managed to get cured afterwards…"

"Yeah! After you tumbled into me and knocked me into that mushroom pile!" Mai snapped, "My hair turned purple and I couldn't say anything right!"

"Just this once and I promise for a month, I'll never ask for another favor!" Kajun offered.

"...do you promise?" Mai cautiously asked, her back against the wall.

"I swear on my title as a member of the Plumbers R&D department," Kajun swore.

"...Okay...I'll help," Mai sighed in compliance..

"Thank you! Now we must catch a squirrel!" Kajun grabbed her hand and dragged her away.

"Ahh!" Mai yelped, _'I'm already starting to regret this!'_

* * *

"There she is…" Kajun whispered, hiding inside some nearby bushes as she used some binoculars to spy on Makoto, who was busy having a drink over at Mr. Smoothies, "Good…she's alone."

"I'm honestly surprised she hasn't noticed or heard us…" Mai quietly noted.

"Stealth tech…" Kajun replied, tapping the collar around her neck before tapping the one on Mai's, "It makes sure no one can see or hear us if we hide in something dark, such as shadowy areas or, well, this bush."

"You really have too much free time with Blukic and Driba…" Mai sweatdropped.

"I've heard that a lot this week…" she muttered, "She's moving!"

"Why are we stalking her like this again?" Mai asked with a sigh.

"Cause the moment she sees your face...she'll know." Kajun argued.

"Oh...good point, I guess," Mai muttered before she noticed something, "...She's talking to someone."

"Hmm?" Kajun blinked as she looked through her binoculars, "...A female Kraaho?"

"Female Kra...oh! I think that's Ester," Mai realized, earning a look from Kajun, "Makoto mentioned her once during a day off. She's half-Kraaho on her late dad's side, so she's fine with being on the surface in just a normal parka."

"Yo Ester!" Makoto called out, "What took you so long? ...Wait...let me guess...is it a certain old doofus who still causes trouble for everyone?"

"What do you think?" Ester sighed before smirking, "Fortunately, I introduced him to a certain Undertown guardian."

"...You didn't," Makoto grinned.

"Oho, I did!" Ester laughed, "I did not know his face was that malleable…" she burst into full laughter.

"That is awesome!" Makoto laughed, "Ah...Anyway, what do ya wanna do first? I got a week off from work, and I have quite a bit of energy to burn off!"

"Hmm…Parkour sound good to you?" Ester suggested.

"...Sure that's a good idea?" Makoto smirked as she stretched her back a bit, "I pretty much aced all my gym classes back in school...though given how you gave me a hard hard back when we first met...loser has to do what the winner says for our next activity?"

"Ooh...sounds potentially stupid and dangerous, love it!" Ester smiled.

"Makoto has found her long lost alien sister…" Mai whispered with wide eyes, "Well...half alien, but still…"

"...Wait…Kuso! She's going to…" Kajun began.

"Cool. Then on your mark…" Makoto began as she got into a running position, "...Get set...G-!" she tensed when Ester stretched her arm to a light post and stretched over, using the momentum to reach for a nearby fire escape and began to climb up out, "Oh ho! Oh, you cheeky girl!" she laughed as she ran after her, jumping on top of the light post before following after Ester on the fire escape.

"She's on the move! Go go go!" Kajun shouted as she ran out of the bush.

"How…?" Mai asked, "I mean I'm athletic, but…" she trailed off, seeing them run across the city at their literal inhuman pace.

"Call it a workout session!" Kajun shouted, already halfway away from the bush.

"...Again, I'm already starting to regret this…" Mai groaned as she followed after Kajun.

"No complaints!" Kajun shouted, using her binoculars to make sure she didn't lose sight of Ester and Makoto, who were now practically running across the rooftops of the buildings..

"I think maybe going to the Upchuck planet is better than this," Mai complained.

* * *

"...I lost my day off...to stop yet another war…" Ben muttered, sitting on top of a cliff as he saw two armies staring at one another, "'Oh no, this should be easy,' I said… Starting to think Makoto was right about me putting my foot in my mouth before I speak…"

"Incoming!" Rook shouted as a rocket came towards them.

"AH!" Ben panicked as he and Rook ran for cover.

* * *

"Ha ha!" Makoto laughed, passing by Ester as the two ran through a familiar construction site, the Beastkin on a higher I-beam above, "Try and catch up now, Ester!"

"Oh, you did _not_ just challenge me!" Ester laughed, stretching her arms out and catapulting herself up and over Makoto, "Enjoying your words?" she laughed, swinging away with her extending arms.

"Ahh. Oh no. I'm…" Makoto began with a gasp...before a smirk grew on her face, "Far ahead."

"Hmm?" Ester blinekd at that before Makoto suddenly poofed into smoke, an acorn in her place, "What the…?!"

"Oi~!" Ester looked forward to see Makoto far ahead on a rooftop, "Enjoy that little trick?! I like to call that my Asteroid Vision...because you can never tell which is the real me!"

"Oh ho! Sneaky!" Ester laughed as she chased after her.

"Darn...missed them!" Kajun snapped as she ran into the area, "Mai, pick up the pace! We shan't lose them!"

"H-How can you run so fast…? You wear heels for crying out loud…!" Mai gasped as she caught up.

"Because I am not quitting until I get the info I need fm Makoto! Allons-y!" Kajun shouted as she ran off.

"...Where she picked that up, I will never know…" Mai muttered as she resumed following after her.

Just as the two came across a corner, they spotted the two tomboys leaping down from a nearby fire escape and began to run through the sidewalks, Ester having caught up as she and Makoto were neck and neck.

"J...Just where are they going anyway?" Mai asked.

"Unsure…"

"U...UNSURE?!"

"Honestly, you never know what goes through Makoto's head," Kajun shrugged.

"You talk like she's some kind of animal you're studying…" Mai muttered.

"Well...it _is _Makoto," she argued simply.

"...Why does that make so much sense…?" Mai sighed as they turned a corner, "...Wait. Where are they?"

"Hmm...I think we lost them," Kajun muttered before looking at a nearby arcade, seeing the two panting as they stood outside it, "Oh no, wait...they're there."

"Oh thank god…" Mai sighed in relief as she fell over.

"Shh! They're speaking!" Kajun hushed as she quickly dragged her into a nearby alleyway.

"Whoo...It...It looks like...it's a draw…" Makoto panted as she looked at Ester.

"Ugh...Cursed draws...The bane of...all contests…" Ester cursed.

"Oh, hands down…" Makoto agreed with a nod before looking up at the arcade, "...Up for some video games to pass the time?"

"Sure thing," Ester agreed with a grin.

"An arcade where Makoto's still allowed...the past continues to surprise me," Mai noted with a drop of sweat going down the back of her head.

"...Actually, this is perfect!" Kajun silently beamed.

"Huh?"

"Makoto will be so focused on the games, she won't notice us sneak up on her from behind," Kajun explained, "...And when she least suspects, we snatch her and take her back home so she can spill the metaphorical beans!"

"Right…" Mai muttered, "...Wait. What about Ester?"

"...Shoot," Kajun silently cursed, "...I got it. We wait for her to be distracted or go elsewhere, and then we take Makoto, bring her back home, and then have her spill the beans!"

"You're really not letting this go, are you?" Mai sweatdropped.

"I am not!" Kajun shouted as she ran for the arcade.

"...So this is how I spend my day off...pursuing Makoto…" Mai sighed as she followed, "It's like trying to catch her during the Coffee Incident back at school...or…" she paused for a moment to shudder, "A _particular_ season for Beastkin and make sure she stays locked in her room." she froze, "...Kajun...Have we prepared for _that_ season?"

"Come on!" Kajun barked, zipping back and pushing Mai towards the arcade, "For the Science!"

"Eek!" Mai squeaked, completely pale, _'Makoto, you're gonna get it later for having me stuck with Kajun in Science Mode!'_

* * *

"Achoo!" Makoto sneezed, "...huh. Someone must be talking ab-"

**=KO!=**

"HAH?!" Makoto gawked, looking at the arcade cabinet she and Ester were standing before "Aw no fair, Ester! I sneezed!"

"So? I saw an opening and took advantage," Ester countered with a smirk.

"Mmm…So we're playing that are we?" Makoto fumed, pondering for a moment before an idea popped into her head, "...Alrighty. I got something good~ We do our previous bet, but changed up. Everytime one of us loses here at the arcade, the winner -IE you or me- makes the loser do a truth or dare!"

"Oh hoh~You're on!" Ester grinned.

"Sweet! To the Skeeballs!" Makoto declared as she and Ester ran off.

"...Again, I still think this is wrong…" Mai groaned as she and Kajun poked out of a nearby photobooth, "I mean, it's obvious they're gonna be fully focused on their contest so...you have something to try and distract Ester or Makoto, don't you?"

"For the latter, yes…" Kajun answered as she pulled out a device, "This will imitate the scent of a chestnut parfait, Makoto's favorite food. The moment she smells it, she will bolt right for it...and when she least suspects it? We net her!"

"This is gonna devolve into some sort of Looney Tunes-based misadventure…" Mai facepalmed.

"Oh please...like it's gonna backfire on me or something utterly ridiculous is gonna ha-" Kajun began.

"Whoops!" Makoto's voice shouted as a skeeball flew through the air, beaning Kajun right on the head as she fell over, the skeeball flying through the air before flying back to where the skeeball tables were, "Oh sweet! That has to be good luck!"

"...Not…a word," Kajun spoke, holding a finger up to Mai before she could say anything.

"..." Mai simply facepalmed, _'This is going to be a long time at the arcade.'_

"Now...do you have the special net I brought?" Kajun asked, getting back up as she rubbed the side of her head.

"Yes...and I wonder...why do you have nets made up and ready to use...and labeled for specific people?" Mai asked in suspicion, pulling out a...large butterfly net with the net strings seemingly glowing, "And why is the net glowing?"

"It adapts to the target it captures, making sure it renders them powerless enough so that we can carry them back," Kajun explained as she took the net.

"...You're really starting to scare me, Kajun," Mai whispered in worry.

"Hush...I need concentration…" Kajun shushed her, carefully and quietly sneaking out of her hiding spot as she began to step up to Makoto and Ester, the two neck and neck in terms of scores as they had a huge pile of tickets in front of their respective skeeball tables.

"Okay...one ball left each…" Makoto muttered, juggling the skeeball in her hand, "First to hit the center-and no powers involved!- wins the game."

"You're on," Ester smirked.

"Yosh," Makoto smirked back, unaware that Kajun was inches away from her as she began to lift the net up, "Okay. And…shoot!"

With that, Makoto tossed her ball as it hit the machine and bounced away, and began bouncing around the arcade at ever growing speeds. It dinged off the whack-a-mole game and got a high score, before bouncing around, and once again beaning Kajun in the head, and bouncing off to another section of the arcade. Before eventually shooting back and landing a bullseye in the machine.

"Yes!" Makoto cheered raising her hands up, "Today's Makoto's day!" totally unaware of Kajun slowly falling over due to the machine's loud victory sound effects.

"Well...that was some incredible luck," Ester noted, "...Fine. I forfeit."

"Yes!" Makoto pumped her fist in victory, "Now...truth or dare~?"

"Dare."

"Oh ho! Gutsy...I like that," Makoto smirked, "Okay...I dare you to keep one arm behind your back the entire time while we play the next game."

"Hmm...okay," Ester shrugged, the two unaware of Mai dragging Kajun off.

* * *

"Are you sure you're okay, Kajun…?" Mai asked in concern, seeing some bandages around Kajun's head as she focused heavily on the two tomboys currently playing a shooting game in a battle of who would get the higher score.

"Fine...I will be fine…" she sighed, taking a few breaths to calm down some more, "But I won't be beaten just cause once in a blue moon Luck smiles down on Makoto…"

"I think it's more coincidence than luck right now…" Mai sweatdropped as Kajun began to sneak up to makoto once more, net in hand with the intent of catching her.

"Mmm...why did I have to score worse at the shooting range back at the academy…" Makoto muttered, her score lower than Ester's right now.

"Haha. Guess there is something the amazing Makoto Nanaya can't do!" Ester laughed, shooting perfect shots each time, "With one hand to boot!"

"Mmm…!" Makoto fumed, trying to hit every target the best she can...and failing each time, "Oh I will top you and win this, Ester!"

"So close…so close…" Kajun whispered, a gleam in her eye as she was near Makoto once more.

**=Player 2 wins!=**

"GAH!" Makoto tossed her hands up, along with the toy rifle that was linked to the machine, sending it flying up.

Kajun stopped and looked up, only to gawk as said toy fell down and struck her, sending her falling down again.

"Look at that. I win again…" Ester grinned, putting down her toy rifle as she looked at the squirrel girl, "Now...truth or dare?"

"...Dare!"

"...Oh you are not gonna like this one then..."

* * *

"...I tell her about it one time…" Makoto muttered, her tail having a green ribbon in it with a pair of cartoony eyes and a mouth painted on it, "Should've kept my big mouth shut…"

"Hahahaha!" Ester laughed, rolling across the floor, "Oh this is amazing…"

"Oh yeah? Well let's see you laugh…" Makoto began, looking around before hopping into a carseat of a racing game cabinet, "Once I beat you in a race!"

"Ah ha...fine..bring it," Ester panted, catching her breath as she went into the seat next to Makoto's.

"Kajun can you please stop? It's obvious this is gonna keep happening to you…" Mai whispered to Kajun, the two peeking out from behind a pinball table with female scientist having the net ready.

"No...I shall not quit…" she huffed, clearly growing annoyed.

"I think you have a concussion," Mai spoke in concern.

"Nonsense, walking blueberry," Kajun simply argued as she began to sneak up towards Makoto and Ester once more.

"Last lap, and I am in first!" Makoto beamed as she was far ahead with Ester coming in second.

"You sure? I may end up sneaking a win on ya," Ester smirked.

"Oh please. Like you can get the really powerful power ups in second so easily," Makoto countered before tensing...when Ester's character fired a blue shell, "A BLUE SHELL?!"

"Haha!" Ester laughed, dashing ahead.

"Wow...that was unbalanced…" Makoto muttered before her character hit a powerup box, "Wait...HAHA! Star power, baby!"

"Uh oh!" Ester yelped as she drove further ahead, her and Makoto now neck and neck.

"Close...getting so close...and...c-" Kajun began, raising the net up as she was close to victory...only for her foot to step on a banana peel, resulting in her slipping and sliding all over the place before she fell right into a nearby ball pit in the kids part of the arcade.

"DAMN IT LARRY! I TOLD YOU TO CLEAN THAT BANANA PEEL UP!" an employee snapped from nearby.

"At least this time you fell on something soft…" Mai muttered as Kajun's head slowly surfaced from the ball pit.

"Mmm…" Kajun fumed in response, spitting out the ball that was in her mouth.

"HAHA! I win!" Makoto beamed as she shot up, having come in first with Ester coming in second place, "At the last second too!"

"Lucky…" Ester muttered.

"Now Ester…Truth or dare?"

"Hmm...truth."

"Alrighty...hmm...Have you ever gotten your arms tied up by accident when you're stretching them?" Makoto asked.

"Ah...yes." Ester sighed, "It happened all the time as a kid."

"Oof...must've been a real pain."

"Oh you have no idea…one more game?"

"Sure. After that we can hit the indoor pool a few blocks ahead," Makoto suggested, "Thankfully it's heated too so we can relax."

"Cool..wait. Did you bring swimsuits?"

"Yup. Always prepared for a trip to the beach!" Makoto beamed, _'Would've had my Golden Angel...but Tsubaki had to confiscate it and hide it who knows where at home…'_

"Cool...then on to the last game."

* * *

"Okay..no distractions..nothing to hit me...no objects for me to slip on…" Kajun whispered, examining the area as Makoto and Ester were focused on another fighting game, "...Perfect chance."

"Just to be double sure...how about you wait until they've finished the game? So Makoto doesn't swing her arms or tail around in frustration and launch you out and through a wall…?" Mai offered.

"...Good idea," Kajun muttered.

"Okay...on our last characters...low health, and full super meters…" Makoto muttered, focused heavily on the screen as she tapped the buttons on her side, "I can do this...and no sneezing will distract me!"

"You sure~?" Ester smirked.

"...I know that tone. You're planning something, aren't you?"

"Hmm?"

"I know that tone! I use that tone when I plan something!" Makoto argued, pointing a finger at Ester, "But you will not…!"

**=KO!=**

"No!" Makoto cried grabbing the machine, "How...why~!?"

"Careful Makoto, you…" Ester began before Makoto lifted the machine up and tossed it far, "..."

"...Oh no…" Mai groaned before the machine landed on her and Kajun, "AHH!"

"Oops…" Makoto muttered.

"Hey!" the manager shouted.

"Run!" Makoto panicked as she bolted out of there.

"Oh come on!" Ester complained following after her.

"Don't think of coming back here again you two! I know what you look like!" he shook his fist at them.

"Mai...get the emergency healing medication in my pocket…" Kajun groaned, her and Mai's heads poking out from underneath the machine.

"Of course you have that…" Mai groaned.

* * *

"Well...that sucks…" Makoto muttered as she and Ester were now at the indoor pool, the Beastkin wearing an orange and black bikini with the top held by a gold-ring while a pair of gold rings also holding up her bikini bottoms, "Can't ever go back there again…"

"Well it's no big deal," Ester shrugged, wearing a simple purple one-piece swimsuit, "Besides, we can always continue our little competition here...speaking of...truth or dare?"

"...know what? I'll go with truth this time," Makoto answered as she headed up to the pool, preparing to hop in.

"Hmm...Are you and Ben a couple?"

"Wh-what?!" Makoto exclaimed, stumbling in surprise as she slipped and fell into the pool, resulting in a large splash.

"...Oh no…" Kajun groaned, hiding behind the bleachers with Mai before the two were pushed into the changing rooms by the resulting large splash.

"BAH!" Makoto gasped as she surfaced, "Dare! I change it to dare, Ester!"

"Only if you answer."

"Then no! We are NOT a couple!"

"You sure~?"

"Yes I'm sure!" Makoto snapped before muttering, "Besides...seems he likes you more anyway…"

"Jealous?"

"No! And just give me the dare already!" Makoto snapped, practically blushing beet red at this point.

"Fine fine…" Ester chuckled as she pondered a bit..before a smirk grew on her face, "Fine..I dare you to kiss the next person that comes out of the changing room."

"HAH!?"

"On the lips."

"D'oh! I knew I shouldn't have told ya about my bisexuality…" Makoto muttered as she climbed out of the pool, "Fine...Might as well get it over with…"

"Ugh...I swear Kajun is gonna kill me over this whole ordeal…" Mai groaned, her clothes clinging to her due to taking a full brunt of the splash with Kajun...and unaware of her collar sparking as she began to step out of the changing room.

***CHU!***

"MMM!" Mai's eyes widened, her lips locked with Makoto's as the Beastkin kissed her, _'This again?! Wait...did her tongue brush against mine?! I...wait...what is...oh~ So _That's _who has the Azure Grimoire...'_

"Mmm...hmm?" Makoto mummered in confusion, slowly opening her eyes as she noticed who she was kissing, "MMM?!" she released the kiss and quickly move back from the bluenette, "M-MAI?!"

"Eh? Wh…" Mai began before tensing, lightly touching her collar, _'...SHOOT! The water must've shorted out the collar?!'_

"What are you doing here?! ...Wait. Did Kajun send you to spy on me?!" Makoto snapped.

"Hello…" she waved slowly, "So...this again...I still didn't give consent…"

"Wh...oh ho no! As much as I enjoyed it kinda, it was a dare!" Makoto exclaimed, pointing an accusing finger at Ester, "From her!"

"Hello~" Ester waved.

"Eh heh...is that so?" Mai asked with a nervous laugh, "Um...excuse me. I...might as well go get changed since I'm here at the pool."

"...Yeah you do that…" Makoto muttered as Mai slipped right back into the changing room.

"Ahh! Oh..oh that was close…" Mai panted as she leaned against the door, "Still...was not expecting that kiss...again. But...least now Kajun can stop per…" she froze, "...wait. Maybe I shouldn't tell her."

"Tell me what?"

"EEK!" Mai yelped when Kajun instantly stood before her, her clothes already dry, "...Um...how are your clothes dry?!"

"Not important right now," Kajun waved off, a gleam in her eyes, "Mai..you know what Makoto knows, don't you…?"

"?!...Um….no?" Mai denied backing away, "Maybe...I mean No!" she shook her head.

"...Makoto kissed you didn't she?"

"..."

"Which means..you know what she knows~" Kajun beamed softly.

"..."

"Oh Mai~"

"AHH!" Mai screamed as she bolted for it.

"MAI NATSUME YOU GET BACK HERE!" Kajun shouted as she chased after her, net already out as she gave chase.

"Why is this happening to me now!? I just wanna go home!" Mai cried.

"You will as soon as I catch you!"

"I NEED AN ADULT!"

"YOU ARE AN ADULT!" Kajun shouted as the two ran out.

"...Was that another of your friends just now?" Ester blinked with Makoto.

"Yep...and I think she's been chasing me all day to get info I know out of me...in retrospect, I probably should have just done it to get her off my tail…" Makoto noted, "Though I wish them luck with the knowledge."

* * *

"Is this cage really necessary?!" Mai demanded, stuck in a cage in the house.

"It is absolutely necessary," Kajun answered, slapping on a pair of gloves as she looked over at Mai, "Now...you are going to tell me what you now know…"

"A...and if I refuse?" Mai cautiously asked, _'SHOOT! Why did I say that?! Wait...why do I suddenly hear boss music?'_

"In that case…" Kajun began, an unsettling gleam appearing in one eye as the side of the wall opened up, revealing various tools, "You are going to have a bad time~"

"That hasn't come out in this time yet! How'd you get Megalovania?!"

"Had it downloaded on my tablet for certain...occasions…" Kajun answered in an unsettling tone, grabbing a tool that had a large hand on it.

"...wh…what are you gonna do with that?"

"Did you know there are certain methods to getting people to tell the truth?" Kajun asked as a panel opened up behind the cage, a pair of hands coming out and grabbing Mai's arms, "One of which can drive certain people insane."

"...you wouldn't…" Mai whispered in worry as her arms were lifted up.

"Oh...at this point...I would." she replied, "Now let's cut to the point, will you tell me yes or no? I shall give you thirty seconds to answer."

"...Um….w….what if…" Mai nervously began before yelling, seeing the fingers of the hand Kajun was holding sprout feathers, "What if the thing I know may result in you possibly getting hurt?!"

"Twenty seconds..and after today, I MORE than deserve this…" Kajun countered as she stepped forward.

"Ahh! Um! Um…!" Mai began to freak out at this point, trying to figure out what to say.

"Either you give me the information, or you give me the information...or...and can you guess?"

"G-give you the information?" Mai slowly responded.

"Smart girl. So...your choice? 5...4...3...2…"

"OKAY OKAY! RAGNA HAS THE AZURE GRIMOIRE! MAKOTO KNEW RAGNA HAD THE AZURE GRIMOIRE AFTER SHE SAW HIM USE IT AGAINST MALWARE BACK ON GALVAN PRIME!" Mai explained in her freak out, practically struggling to move as the hand inched towards her exposed armpit, "JUST PLEASE DON'T TICKLE ME TO DEATH~!"

"To death?" Kajun blinked before looking at the feathered hand, "Oh...yeah...I can see why...you would think that…" she muttered as she retracted the hand back, "That is as Ben would say...My B…"

"Oh...oh thank god…" Mai panted heavily as the hands let her arms go, letting them fall back down as she held a hand over her heart, "Seriously...You...are SCARY KAJUN!"

"Oh come now. I was going to release you once I got the info…eventually." Kajun muttered.

"YOU WERE GONNA TICKLE TORTURE ME!" Mai barked.

"At least it wasn't real torture." she giggled.

"STILL COUNTS!" Mai snapped, "Next time you want me to do you a favor, you stay far away from me when I have a day off!...And don't you even think about dragging me to Undertown just to pursue Ragna!"

"What? Oh heavens no. If he has the Azure Grimoire, then I'd rather stop for today."

"...huh?" Mai blinked at that.

"Well I can't right take it off him of all people...you know unless I have Ben to hold him down...but even then that's debatable."

"...So…we…we're done…we can end this crazy misadventure?" Mai cautiously and hopefully asked.

"Yes...yes we are…" Kajun nodded as she opened the cage, "Now you can enjoy the rest of your week off."

"...FREEDOM!" Mai beamed as she rushed out and quickly plopped onto the couch.

"...Really? Just...watching TV?"

"After today, I want nothing to do with anything exciting for the rest of it," Mai argued as she turned the TV on, "Tomorrow I'll figure something out...maybe practice some stances with my spear or something."

"...fair I suppose," Kajun shrugged, _'...Still, the fact Ragna the Bloodedge has the Azure Grimoire...no wonder he's at the top of the NOL's most wanted list...how interesting indeed…'_

* * *

"...Why do I feel like I'm gonna be hunted down later for research purposes?" Ragna pondered to himself, pausing from eating his burger...before shrugging, "...Meh. Probably no big deal or something…"

* * *

"Tadaima!" Noel greeted as she and Jenny walked in as sunset came upon their abode.

"Ahh Noel. Welcome home a-" Kajun began before noticing the white and blue backpack Noel had over her shoulders, "...you bought a backpack?"

"Hmm?" Noel blinked, "Oh! Well..actually he's a gift from a nice old man we met."

"Yup. And said nice old man actually followed in my mother's footsteps," Jenny added.

"...beg pardon?" Kajun blinked, her science mode slowly starting to flare up...which Mai quickly took notice, _'...oh don't tell me...did..did they meet _him_?!'_

"Hai," Noel nodded as she took her backpack off and put it down on the floor, "Come say hello, Robotboy."

After a moment, the backpack rumbled as the top flipped open letting a figure poke their head out. It was a very small child sized silver robot. He had blue hands and cylindrical feet, and two horns extending from his head and curved upwards. His eyes blinked much the same way Jenny's face was able to emote, despite being made of metal.

"He-llo…" the named Robotboy said slowly, "Nice ladies?" he looked up at Noel for confirmation they were friends.

"Hai. These are my friends Mai and Kajun," Noel replied with a soft smile.

"Ahh…" Robotboy nodded as he looked back, "He-llo Ma-i, Ka-jun."

"Oh my god, it's adorable…" Mai and Kajun gawked.

"Isn't he just precious?" Jenny giggled, "And while he may not look like it, he also has a combat mode."

"Combat...mode?" Kajun slowly repeated as Mai made motions of telling to stay quiet and not explain further.

Before anyone could continue, the door swung open, revealing Makoto...wearing a Kaka Clan outfit instead of the one she had gone out in.

"...Uh...Ma…" Mai began.

"Don't ask. Just...Just don't," Makoto replied, her ears twitching in annoyance.

"He-llo," Robotboy greeted, "No-el, nice lady?"

"...Noellie, who is this adorable little robot?" Makoto asked.

"Robotboy," Noel answered, "Robotboy, this is Makoto."

"Ahh...He-llo, Ma-ko-to," Robotboy greeted with a smile.

"She's taking care of him for a nice doctor that's following in my mother's footsteps," Jenny explained before Makoto could ask her next question.

"Alright," Makoto replied before tugging at her jacket, "And if you'll excuse me, I need to go get outta this. Also, good news is that Ben no longer has to fear for getting a harem of feline gals." she walked by, patting Robotboy on the head with her tail, "And welcome to our little group, little guy."

Robotboy giggled as he watched the nice squirrel lady walk away, "No-el, she was a ve-ry nice squir-rel lady."

"...Wait. What did she mean by that?" Mai asked.

"Hmm?"

"About Ben not having to fear of getting a harem of feline girls...which most likely is the Kaka Clan," Mai clarified.

"...M-Maybe…" Noel began in an excited tone.

"Taidaima," Tsubaki greeted once she opened the door, "Well, today was certainly...something…" she looked down at Robotboy, "...Jenny?"

"A scientist is taking up Mom's profession and this is his first one that's working," Jenny replied as she picked up Robotboy, "Tsubaki, meet Robotboy. RB, this is Tsubaki."

"He-llo, Tsu-ba-ki," Robotboy greeted, "Pro-fess-or is let-ting me stay with No-el and Jen-ny to learn many things."

"...Oh my god, you are just precious…" Tsubaki faintly squealed before quickly clearing her throat, "I...I see. Well...I can assure we will do our best to help you in your pursuit of learning…" she instantly pointed towards Kajun, "And don't you even think about it, Kajun Faycott."

"Eh?"

"I mean it. You even think about 'examining' this precious little boy, I will lock you in your room until you burn through Science Mode," Tsubaki warned.

"Oh like I could be l…" Kajun began before Tsubaki tossed a black and green ball at her that opened up into a net and engulfed Kajun.

***BZZZZRT!***

"Blaaaarg…" Kajun groaned from the net as she fell over.

"First lesson, if she has a glint in her eye that makes everyone else feel uncomfortable, throw that ball I just threw at her," Tsubaki informed.

"Okay, Tsu-ba-ki," Robotboy nodded, earning another soft squeal from her before she cleared her throat.

'_...okay. To quote Makoto kinda...I think Tsubaki's turned full on Mama Eagle for Robotboy,' _Mai thought with a sweatdropped, tensing when Tsubaki shot her a stare for a moment, "We're good here."

"We better be," Tsubaki warned before giving Robotboy back to Noel, "Now if you need me, I need a shower after today."

"Oh...okay," Noel nodded as Tsubaki walked off, brushing a bit of her hair out of her face.

'_...Okay. So everyone had an interesting day…' _Mai thought as she looked over at Kajun, _'Though...not sure if I can say the same for her right now given what she went through…'_

"Az….ure...g-BZZT!-rimoire.." Kajun sputtered in her unconcious, electrified state.

"...Okay, I'm, uh...yeah, I'm gonna shove Kajun into her room and shove a chair under the doorknob," Mai deadpanned as she proceeded to grab some rubber gloves, grabbed the net once she put them on, and dragged Kajun away, leaving a confused trio.

* * *

_SZ: And done...OR SO YOU THINK! This is only one part of four misadventures featuring the girls of Team Remix Heart! In fact..onwards to the next adventure and see what happened with Makoto and Ester!_

_GT: Launching! *pushes a button, shooting him and SZ off on a catapult before a snoozing Z0 was pulled along by a rope attached to his pants*_


	27. In the Day of: Makoto and Ester

_SZ: *Lands in a crater with GT and a snoozing z0*Next chapter is a go! We own nothing aside from original content! GT, start us off before z0 wakes up!_

_GT: Got it. We don't own anything but OCs that might appear. Also, a big warning for this chapter: There will be lots of fanservice via Makoto due to the situation._

* * *

"Mmm…What a night…" Makoto groaned as she got up, stretching her arms a bit as she sat up in her bed, dressed her lazy house wear that consisted of a pair of black gym shorts that hugged her curves and an acorn-yellow sweatshirt with an acorn print of the left breast.

After being offered a week off for helping with the events that transpired on Galvan Prime, she was going to milk this mini-vacation for all it was worth. While she couldn't go with Ben and Rook on a new mission, she was gonna take advantage of chilling and relaxing around the house. Course last night before she headed to bed for an all night marathon on TV, she called up Ester to see if she wanted to spend the day together and hang out, of which she gladly accepted.

"Okay...Now to grab a quick bite, and then off to go see Ester," Makoto beamed as she hopped out of bed, heading straight for her bedroom door and opened it...to the sight of Kajun in full on Science Mode, "?! ...I'm not telling you."

"Mm hmm hmm...Oh Makoto…" Kajun began, an unsettling smile on her face as she held up various tools, "Who says you have a choice right now?"

"Oh, I do," Makoto replied before a plume of smoke covered her, leaving an acorn in her place.

"...Mmm…" Kajun began to fume before looking to the side, seeing Makoto freeze mid-step as she held some clothes in her hand, "..."

"...You can't catch me!" Makoto shouted as she bolted for it, stuffing the clothes in her tail.

"Makoto Nanaya, you get back here!" Kajun shouted as she chased after her.

"NEVAH!"

"What did I just walk into…?" Mai muttered, standing in her doorway as she was dressed in a white-tee underneath a blue vest and a pair of blue jeans.

"Hmm?" Kajun blinked as skidded to a halt, turning to notice the bluenette, "Ah Mai. Perfect ti-"

"FREEDOM!" Makoto shouted as she leapt through the opened window and into the nearest tree, "Whoo...that was close…"

"...Kajun, what are you trying to do to Makoto?" she heard Mai asked.

"Getting information out of her," Kajun's voice answered, "Did you forget what she said back on Galvan Prime? If not for work, I'd have captured her for this information days ago!"

"Nah-nah-nah! Can't catch me!" Makoto taunted from her spot in the tree, _'Seriously though, I gotta get changed. Would be pretty rude if I met up with Ester in my lazy house clothes.'_ her stomach grumbled, _'That and some food. I think it was Store 17 that has the chestnut Smoothies…'_

"She KNEW who has it, and is keeping it secret!" Kajun's voice shouted.

"And I plan to!" Makoto shouted, leaping out of the tree before bolting off, "Later!" _'Okay...find a decent place to change into, grab a bite to eat, and then meet Ester.'_

* * *

"Ahh...Nothing beats a nice, cool, and nutty drink in the morning," Makoto sighed blissfully, dressed in a pair of jean shorts and a blue tee with a star on the right breast, as she sat outside of a Mr. Smoothies, drinking up on a chestnut-flavored smoothie, "A week off was just what the doctor ordered. ...Even if I can't stay in the house with Kajun there in Science Mode wanting to find out who's got that Grimoire. I mean she'd probably concoct some freaky and outlandish way just to get the info out of me...but oh ho~ no. There is no way she wi-"

"Hey~!"

"Hmm?" Makoto blinked as she looked up, seeing Ester waving at her from the sidewalk, her parka on as always, "...Oh, sweet. Perfect timing," she smiled sipping down the last of her smoothie before tossing it in the garbage can and approached the female Kraaho, "Yo Ester! What took you so long? ...Wait...let me guess...is it a certain old doofus who still causes trouble for everyone?"

"What do you think?" Ester sighed before smirking, "Fortunately, I introduced him to a certain Undertown guardian."

"...You didn't," Makoto grinned.

"Oho, I did!" Ester laughed, "I did not know his face was that malleable…!" she burst into full laughter.

"That is awesome!" Makoto laughed, "Ahh...anyway, what do ya wanna do first? I got a week off from work, and I have quite a bit of energy to burn off!"

"Hmm...Parkour sound good to you?" Ester suggested.

"...Sure that's a good idea?" Makoto smirked as she stretched her back a bit, "I pretty much aced all my gym classes back in school...though given how you gave me a hard time back when we first met...loser has to do what the winner says for our next activity?"

"Ooh...sounds potentially stupid and dangerous...love it!" Ester smiled.

"Cool! Then on your mark…" Makoto began as she got into a running position, "...Get set...G-!" she tensed when Ester stretched her arm towards a light post and stretched over, using the momentum to reach for a nearby fire escape and began to climb up it, "Oh ho! Oh, you cheeky girl!" she laughed as she ran after her, jumping on top of the light post before following after Ester on the fire escape.

"Try and keep up~!" Ester challenged with a laugh, already on the rooftop as she ran off.

"Oh I will…" Makoto grinned, hopping onto the roof and ran after the female Kraaho, _'Got a little trick up my sleeve too…' _she mused mentally, jumping across to the next rooftop as she was catching up to Ester, "Oh look at that. I caught up with ya!"

"For now!" she laughed she stretched her legs to increase her reach as she stepped over a building with each step.

"Oh you think you're clever. But wait…" Makoto paused, stopping near a flagpole before using her strength to bend it back, "I have a retort."

"Hmm?" Ester raised a brow at that before a 'sproing' like sound was heard, making her look back before Makoto shot past her, "?!"

"Haha!" Makoto laughed, landing on an I-beam as she ran through an unfinished building within a familiar construction site, "Try and catch up now, Ester!"

"Oh, you did _not _just challenge me!" Easter laughed, stretching her arms out and grabbed hte edge of the rooftop she was on, moving herself back before she catapulted herself over to the construction site and over Makoto, "Enjoying your words?" she smirked, swinging away with her extending arms as she reached for the top.

"Ahh. Oh no. I'm…" Makoto began with a gasp...before a smirk grew on her face, "Far ahead."

"Hmm?" Ester blinked at that before Makoto suddenly poofed into smoke, an acorn in her place, "What the…?!"

"Oi~!" Ester looked forward to see Makoto far ahead, standing on a rooftop right across from the construction site, "Enjoy that little trick? I like to call that my Asteroid Vision...because you can never tell which is the real me!"

"Oh ho! Sneaky!" Ester laughed as she chased after her. "I like it, but not enough to give ya the win."

"Pretty sure it is given how far I am!" Makoto laughed, hoping across yet another roof top before jumping onto another flagpole, bouncing off it as she leapt over to the side of a building, "I see the arcade...I am close to the f-EEP!" she yelped when she suddenly felt a hand grab her tail, "Okay! Who's the…?!"

"Buh bye~!" Ester laughed as she shot past her, her hand letting go of Makoto's tail as she rolled down the nearby fire escape.

"Oh you did _not_ just touch the tail!" Makoto snapped as she jumped after her

"What's wrong? I thought your friends are allowed to touch your tail!?" Ester countered, jumping down into an alleyway before running back onto the sidewalk.

"Its circumstantial!" Makoto argued, "Noel is the only one who has an all the time pass cause otherwise she'll have emotional freakouts."

"So you have a security blanket stuck to your butt?" Ester smiled.

"Ye-NO!"

"Haa. You almost fell for it!"

"Oh you…!" Makoto seethed, jumping down from the fire escape as she bolted right after Ester, the two neck and neck as they ran down the sidewalk.

"Oh come on. I thought you were the cheeky one?" Ester smirked, "What? You can dish it but can't take it?" she teased, giving Makoto innocent eyes out of a sarcastic bid to try and trick her again.

"...Don't pull that look on me," Makoto deadpanned as the two turned around a corner, "I know that look...I used to use it to get extra chestnuts from my pops."

"Oh? You're a daddy's girl, aren't ya?"

"What?! ...No…" Makoto muttered.

"Pfft...hahaha!" Ester laughed at her response, "You really aren't use to someone as witty as you being your oppnet, huh?"

"...Okay, that I will give ya," Makoto smirked a bit, "Just feeling a little rusty, but I will bounce back, Mrs. Fantastic."

"Really? A Fantastic 4 joke?"

"I work with what you give me," Makoto smiled, "Plus I would've gone with another type of joke, but you don't have a straw hat."

"...I feel like I know what series you're using for that joke, but the name is escaping me at the moment."

"Ha! Makoto bounces back!"

"Heh…wait. I just realized something."

"Hmm?"

"Where exactly are we racing to?"

"The arcade just up ahead!" Makoto pointed.

"Oh...Well you could've just said so," Ester stated.

"Sorry. Just had so much energy to burn," Makoto chuckled.

"Ah...Well let's see how much you have left to burn!" Eter grinned as she ran ahead.

"Oh no you don't!" Makoto shouted as she ran after her, the two neck and neck once more as they were nearing the arcade.

At that, the two ran for the door and jumped to make it through ahead of the other, only for both to roll through at the exact same time. One of the employees sighed, seeing them roll past them while dropping some cash for tokens in front of him.

"Larry, tell the boss the alien girls are back…" he sighed.

"Ah man…"

* * *

"Achoo!" Makoto sneezed, "...Huh. Someone must be talking ab-"

**=KO!=**

"HAH?!" Makoto gawked, looking at the arcade cabinet she and Ester were standing before with her character collapsing onto the ground while Ester's had a fist in the air, "Aw no fair, Ester! I sneezed!"

"So? I saw an opening and took advantage," Ester countered with a smirk.

"Mmm...So we're playing that are we?" Makoto fumed, pondering for a moment before an idea popped into her head, "...Alrighty. I got something good~ We do our previous bet, nut changed up. Everytime one of us loses here at the arcade, the winner -IE you or me- makes the loser do a truth or dare!"

"Oh ho~ You're on!" Ester grinned.

"Sweet! To the Skeeballs!" Makoto declared as she and Ester ran off to the skeeball tables, "Now...first to score the highest points wins this round. Sound fair?"

"Sounds pretty fair," Ester nodded...as she stretched her arm over and plopped a ball into the center hole.

"What the...?! Oi!"

"You never specified if we could use our powers~" Ester smirked.

"Oh-hoh-hoh~! You sneaky, you!" Makoto chuckled in a mix of surprise, annoyance, and amusement, "Okay…I'll play your game…" she smirked, grabbing a ball as she reeled her arm back, taking a deep breath as she threw it...right into one of the barriers as it bounced off and flew back, "Whoops!" she yelped as she ducked and the ball flew over, the sound of it bonking agaisnt something filling the air before it flew back over to her respective table and hit the center, "Oh sweet! That has to be good luck!"

"...Oh this is gonna be fun…" Ester smirked as the two went at it on their respective skeeball tables, scoring point after point as piles of tickets began to build up near them.

"...Oh…" a nearby employee began before the other standing near him lowered his raised finger.

"No, Larry...even _you _don't deserve to get caught in that," the other shook his head.

"Just think about the prize they must be saving for," Larry noted, looking over at the prize counter.

"...Praying they don't get that prize you've been wanting?"

"...Oh I hope so…" Larry whispered, "...Should we tell them about the girl with the butterfly net?"

"Wait, what girl with a butterfly net?" the other asked.

"The purple-haired one. Don't you s-wait. Where'd she go?" Larry asked.

"...I think cleaning the bathrooms with bleach is getting to you…" the other sweatdropped.

"Okay...one ball left each…" Makoto muttered, juggling the lone skeeball in her hand, "First to hit the center -and no powers involved!- wins the game."

"You're on," Ester smirked.

"Yosh," Makoto smirked, "Okay. And…" she reeled her arm back as Ester did as well, "...Shoot!"

With that, Makoto threw her ball as Ester rolled hers. Makoto's bonked off the barrier between the center ring and the middle ring while Ester's ball rolled into the hole for the middle ring. Neither paid attention to it as they started to follow Makoto's ball as it bounced around. The two workers ducked their heads as it bounced off the wall behind them towards the whack-a-mole game nearby, rapidly hitting each of the 'moles' that popped up and earning a high-score, before shooting off all over. Eventually, it hit something neither saw since as they turned it came between the two girls and landed in the center hole for Makoto's skeeball machine.

"Yes!" Makoto cheered, raising her hands up in victory, "Today's Makoto's day!"

"Well...that was some incredible luck…" Ester noted, "...Fine. I forfeit."

"Yes!" Makoto pumped her fist in victory, "Now...truth or dare~?"

"Dare."

"Oh ho! Gutsy...I like that," Makoto smirked, "Okay...I dare you to keep one arm behind your back the entire time while we play the next game."

"Hmm...okay," Ester shrugged as she did so, "But I get to choose the next game."

"Fair enough. I can probably beat you in that t-"

"That zombie shooter game over there is round 2," Ester grinned, pointing at a nearby cabinet."

"...Shoot…" Makoto whispered, her ears drooping at that.

* * *

=_When the moon is full and trees are bare - Walk through the Cemetery if you dare. Where skeletons rot and corpses fester - Locate the tomb with the skull of a Jester. Feed him the token all shiny and new - It is then CarnEvil will return for YOU!=_

'_Okay, Makoto...It's just a shooting game...involving zombies…'_ Makoto thought.

"What's wrong? Not getting cold feet, are we?" Ester smirked as the game started.

"What? Pfft! No…" Makoto chuckled a bit in denial, "I just need to shoot down more zombies a-" she began as she held up her toy rifle and began to fire…and starting to miss a majority of the zombies on screen, "...Mmm...Why did I have to score worse at the shooting range back at the academy…?"

"And it doesn't help that zombies freak you out," Ester noted.

"Wh-What?! Pfft. No they d…" Makoto began before a chubby zombie rushed out a room in the hallway on the screen, "GYAH! DIE ZOMBIE!" she rapidly pulled the trigger, missing each shot until Ester took it down with a headshot.

"Haha. Guess there is something that the amazing Makoto Nanaya can't do!" Ester laughed, shooting perfect shots each time, "With one hand to boot!"

"Mmm!" Makoto fumed, trying to hit every zombie on screen the best she can...and failing each time, "Oh I will top you and win this, Ester!"

=Help!=

"GYAH!" Makoto freaked, quickly shooting...and killing the polygon busty girl with blond pigtails and a pink tie up shirt and skinny jeans, "..."

"...Need a moment?" Ester quipped with a grin.

"Sh-Shut up…" Makoto mumbled, _'Why is something with such bad graphics so goddamn terrifying?!'_

"Oh look at that. We're at the boss," Ester noted.

"Huh?"

=I AM EVIL MARIE!=

"...Is that supposed to be based on Bloody Mary?!" Makoto freaked, her ears and tail shooting up.

"Yup...Oh and first to finish the boss wins this round," Ester smirked.

"Sweet chestnuts!" Makoto yelped, _'Wait...They...Were these developers pervs? She's got boob physics and when her health goes down, she's losing clothing! ...Why do I feel a certain lazy perv I know would kinda e-'_

**=Player 2 wins!=**

"GAH!" Makoto snapped as she tossed her hands up, sending the toy rifle that was linked to the machine into the air.

"Look at that. I win again…" Ester grinned, putting down her toy rifle as she looked at the squirrel girl, "Now...truth or dare?"

"...Dare!"

"...Oh you are not gonna like this one then…"

* * *

"...I tell her about it one time…" Makoto muttered, her tail having a green ribbon in it with a pair of cartoon eyes and a mouth painted on it, "Should've kept my big mouth shut…"

"Hahahaha!" Ester laughed, rolling across the ground, "Oh this is amazing…"

"Oh yeah? Well…" Makoto looked around before spotting a nearby racing cabinet labeled _Mario Kart Arcade GP 2_, "...Let's see you laugh…" she quickly moved over to it and sat down in one of the seats, "Once I beat ya in a race!"

"Ah ha...fine...bring it," Ester panted, catching her breath as she went into the seat next to Makoto's.

"..." the second worker tried to ignore Larry's smug look as Makoto's tail poked out of the hole in the back of the seat, "Alright, alright, Larry. I get it. You calling in your uncle last week to remold the seats for some of cabinets for those aliens with tails was a good call."

"Thank you," Larry grinned.

"Okay...Mario Card's made...Character's picked..now for the course…" Makoto said as she looked through the stages...and a grin soon grew on her face, "Rainbow Coaster…"

"...This is to get back at me for that zombie shooter game, isn't it?" Ester asked.

"Oh what do you think?" Makoto frowned just as the race began, "Okay...three...two...one…"

"GO!" Ester shouted as she pressed down on the gas, letting her character shoot ahead.

"Ahh!" Makoto gasped before stomping down on the gas as well to catch up with her, "Oh no! I ain't losing to ya again!"

"Why not have Ms. Tail be your co-driver?" Ester quipped.

"Oh very funny," Makoto pouted before smirking on what item she got from the powerups, "Not as funny as this, though. Basin, away!"

"Uh oh!" Ester yelped when her character got hit, causing them to swerve out of control as Makoto's character drove past them.

"Ha ha! It's our parkour race all over again!" Makoto laughed triumphantly.

"Of which we tied of course," Ester countered.

"Oh please. If you didn't use your powers, I would've won that easy," Makoto smirked.

"And if you hadn't used your Asteroid Vision, same here," Ester winked.

"Oh what's that? I couldn't hear you over me coming across the line!" Makoto laughed as her character passed by the starting gate, "Whoo!"

"And now you're starting to sound like Ben~" Ester teased.

"Wuzzat?" Makoto blinked at that before her character hit a banana peel that was in the middle of the road, "GAH! Again?!"

"I'm gonna assume you don't get along with monkeys." Ester laughed.

"Oh animal joke, hardy har-har…" Makoto rolled her eyes before hitting another item box, "...Let's see ya joke when I Red Shell ya!"

"Oh no. That would be bad…" Ester began with a gasp...before smirking just as her character brought out a green turtle shell to block the red turtle shell fired by makoto's character, "If I didn't have any defense."

"Oh you are a worthy opponent indeed," Makoto smiled, "However...you fell for my trap!"

"Hmm?" Ester raised a brow before her character was hit by a lock, "Gah! I can't move!"

"And I shoot pass ya!" Makoto laughed as her character passed the line once more, "Last lap, and I'm in first!"

"You sure? I may end up sneaking a win on ya," Ester smirked, finally able to move her character once more as she was in second place.

"Oh please. Like you can get the really powerful power ups in second so easily," Makoto countered before tensing, a spiked blue turtle shell with wings flying above her character's head before crashing down, resulting in a large explosion, "A BLUE SHELL?!"

"Haha!" Ester laughed, her character dashing ahead.

"Wow...that was unbalanced…" Makoto muttered before her character hit an item box, "Wait...HAHA! Star power, baby!"

"Uh oh!" Ester yelped as she drove further ahead, her and Makoto now neck and neck as the squirrel girl's kart was close to hitting hers.

"...Dang. They're really going at it," Larry whispered, resting his head against the broom he was holding as he watched in awe, "...Maybe I should've asked…" he tensed when he heard the sound of someone crashing into the ballpit in the kids part of the arcade.

"DAMN IT, LARRY! I TOLD YOU TO CLEAN THAT BANANA PEEL UP!"

"Ah!" he panicked, falling over at that.

"AH NO!" Ester freaked when Makoto's character hit hers, causing them to bounce a bit on the track as Makoto's character sht past her towards the finish line.

"HAHA! I WIN!" Makoto beamed as she shot up, "At the last second, too!"

"Lucky…" Ester muttered.

"Now Ester...Truth or dare?"

"Hmm...Truth."

"Alrighty...hmm...Have you ever gotten your arms tied up by accident when you're stretching them?" Makoto asked.

"Ah...yes," Ester sghed, "It happened all the time as a kid."

"Oof...Must've been a real pain."

"Oh you have no idea… One more game?"

"Sure. After that, we can hit the indoor pool a few blocks ahead," Makoto suggested, "Thankfully it's heated too, so we can relax."

"Cool...wait. Did you bring swimsuits?"

"Yup. Always prepared for a trip to the beach!" Makoto beamed, _'Would've had my Golden Angle...but Tsubaki had to confiscate it and hide it who knows where at home...'_

"Ool...then on to the last game," Ester stated before looking around, "...another fighting game sound good to you?"

"Sure. In fact…" Makoto paused, looking around herself before spotting a fighting game cabinet labeled _Marvel Vs Capcom 2_, "...Oh~! That one…"

"Hmm...okay," Ester shrugged as the two walked up to the cabinet, "..Oh..oh wow that is a lot of characters to choose from."

'_You haven't seen anything yet,' _Makoto thought as she began to choose her characters, _'Okay...gotta go with rushdown characters. Chun-Li for one...hm...Rogue. Give Ester a little taste of southern hospitality...and finally...hmm…Felicia..though I gotta wonder what Capcom was thinking when they made her design, because seriously? She's nude since that's all fur. Then again, if I grew fur like that, I'd hope it'd be like that, too. Ah, wait, wait. Focus on the game and think of costumes to make Tsubaki annoyed later.'_

"Okay. I'm ready," Ester spoke as she finished picking her characters.

"Alright...begin!" Makoto cheered as they began playing.

Ester didn't seem to say anything, a smirk on her face as her and Makoto's characters went at it, the latter trying to go in for a heavy combo on Ester's character...who, unfortunately for the Beastkin, was Sentinel (the giant robot from X-men...not the Transformer).

"Mmm...should've checked to see who she was choosing…" Makoto muttered before tensing when Chun-Li was knocked out by a heavy kick from Sentinel, "AHH!"

"Should've picked a tanky character to take the blows," Ester smirked.

"Mmm…" Makoto fumed as she was losing ground quickly, "I'm gonna beat him...you can't beat rush down chara…"

"Tag out," Ester said as her character was switched with Psylocke.

"Hoo boy!" Makoto yelped as her character kept blocking blow after blow from Ester's character of choice.

"What's wrong? I thought you liked it up close and persa-" Ester began before Makoto's character punched hers, "?!"

"Chance!" Makoto shouted as her character used a Super, rapidly punching Ester's before sending them flying with one more blow, knocking them out, "Haha! One down!"

"Not bad…" Ester muttered as her first character came back in, "But can ya beat my 'tank'?"

"Oh I can. Rogue is gonna turn your 'tank' into a tin can!" Makoto challenged.

"...What are you doing?" one employee asked as he and Larry watched nearby, the latter whispering draw over and over, "...You want to see a 'cat' fight since they both chose Felicia, don't you?"

"...Can ya blame me? Felicia is pretty hot," Larry argued.

"You say that when there's a literally kemonomimi playing in the arcade right now."

"What?! Where?!" Larry exclaimed as he looked around, earning a facepalm from his co-worker.

"Okay...On our last characters...low health, and full Super Meters…" Makoto muttered, focused heavily on the game as both her and Ester were using different colored versions of Felicia, "I can do this...and no sneezing will distract me!"

"You sure~?" Ester smirked.

"...I know that tone. You're planning something, aren't you?"

"Hmm?"

"I know that tone! I use that tone when I plan something!" Makoto argued, pointing a finger at her, "But you will not…!"

**=KO!=**

"NO!" Makoto cried, grabbing the machine, "How...why`?!"

"Careful, Makoto. You…" Ester began before Makoto lifted the machine up and tossed it far, "..."

"...oops," Makoto muttered.

"Wow. She's strong," Larry noted.

"It's Manny Armstrong and Pierce Wheels all over again…" one of the coworkers sighed.

"Hey!" the manager shouted.

"Run!" Makoto panicked as she bolted out of there.

"Oh come on!" Ester complained, following after her.

"Don't think of coming back here again you two! I know what you look like!" the manager snapped, shaking his fist at them, "Also Larry, Chris, clean that mess up!"

"Ah man...we gotta clean this…" Larry sighed.

"You gotta. I got a break coming up," Chris walked off.

"Ah geez…"

* * *

"This place feels pretty decent," Ester noted, taking off her hat once they were inside the women's changing room.

"Decent for you, a sauna for others," Makoto replied.

"True," Ester nodded as Makoto handed her a simple purple one-piece swimsuit, "Thanks."

"No prob. Saw it and thought it would look cute on you," Makoto replied, "Plus, it's insulated to help keep ya warm and toasty."

"Ahh...well thanks regardless," Ester nodded once the two started to get changed, "...You know I gotta ask something."

"Hmm?" Makoto blinked as she looked at her, her shirt pulled up halfway and exposing the underside of a black lacy bra.

"How big are those...ahem...'melons' of yours anyway?" Ester asked as she took her jacket off, revealing a wool sweater, "I mean it must be killer trying to find the right sized clothes."

"Oh~? Someone jealous?" Makoto teased with a smirk as she took her shirt off, "Well if you must know...last time I got a physical? My girls were labeled an H-Cup."

"Wow," Ester gawked.

"Yep."

"...And those are natural?" Ester asked, pulling her sweater off to reveal a thick long-sleeved shirt.

"Yup. Nanaya family secret on my mom's side," Makoto grinned as she took her pants off next, revealing the black thong underneath, "But yeah. Finding clothes in my size can be kinda hard, especially bras, which is why I tend to go braless most of the time."

"Seriously?" Ester asked, her shirt coming off for a sport's bra.

"Yup. And-oh ho!-trust me...you should've seen this one outfit I used to wear before Tsubaki locked it up somewhere at Plumbers HQ," Makoto chuckled as she began to take her undergarments off.

"Why? Were they that revealing?" Ester asked as she took her boots and pants off to reveal a pink pair of panties.

"Like I told Ben during the first week I came here...two words; under...boob. Didn't help the skirt was a mini-mini skirt."

"Did you stutter at that last bit?" Ester asked.

"Nope. The skirt was that short," Makoto replied, "...And before you complain or something, it was to help me move around faster in battle."

"...You sure th...know what? Nevermind. I feel like I'm delving too deep into this," Ester muttered as she put on the swimsuit Makoto got her.

"My friend Tsubaki said the same thing when I told her about it and showed her it," Makoto giggled, tightening the straps on her black and orange top and bikini bottoms, the artificial lights glinting off the gold ring connecting the two cups of her top and the two gold rings on the sides of the bottoms, "Still...that sucks."

"Hmm?"

"About what happened at the arcade...can't ever go back there again.." Makoto muttered as the two stepped out into the pool area.

"Ahh...well it's no big deal," Ester shrugged, "Besides, we can always continue out little competition here...speaking of...truth or dare?"

"...Know what? I'll go with Truth this time," Makoto answered as she headed up to the pool.

"Hmm...Are you and Ben a couple?"

"Wh-what?!" Makoto exclaimed, stumbling in surprise as she slipped and fell into the pool, resulting in a large splash, "BLURGH?!"

"Yikes," Ester cringed, "Did not mean for _that_ to happen."

"Bah!" Makoto gasped as she surfaced, "Dare! I change it to dare, Ester!"

"Only if you answer."

"Then no! We are NOT a couple!"

"You sure~?"

"Yes I'm sure!" Makoto snapped before muttering, "Besides...seems he likes you more anyway…"

"Jealous?"

"No! And just give me the dare already!" Makoto snapped, practically blushing beat red at this point.

"Fine fine…" Ester chuckled as she pondered a bit...before a smirk grew on her face, "Fine...I dare you to kiss the next person that comes out of the changing room."

"HAH?!"

"On the lips."

"D'oh! I knew I shouldn't have told ya about my bisexuality…" Makoto muttered as she climbed out of the pool, "Fine...Might as well get it over with…"

"Oh don't be like that," Ester noted, "I'm not teasing or trying to make fun of your preferences. Several Kraaho are like that, too."

"I know, but you better believe that when I win the next challenge and you pick dare? It'll be just as uncomfortable for you as this is for me," Makoto warned.

"Perfectly fair," Ester agreed, "And someone's coming out of the women's lockers now."

"Okay then," Makoto nodded as she turned.

Taking a bit of a deep breath, she closed her eyes. As she did, she pursed her lips a bit to prepare to kiss...unaware of a certain bluenette coming out of the changing rooms.

***CHU!***

"MMM!"

"Mmm...hmm?" Makoto mummered in confusion, slowly opening her eyes as she noticed who she was kissing, "MMM?!" she released the kiss and quickly moved back from the bluenette, "M-MAI?! What are you doing here?! ...Wait. Did Kajun send you to spy on me?!"

"Hello…" Mai waved slowly, "So...this again...I still don't give consent..."

"Wh...oh ho no! As much as I enjoyed it kinda, it was a dare!" Makoto exclaimed, pointing an accusing finger at Ester, "From her!"

"Hello~" Ester waved.

"Eh heh...Is that so?" Mai asked with a nervous laugh, "Um...excuse me. I...might as well go get changed since I'm here at the pool."

"...Yeah you do that…" Makoto muttered as Mai slipped right back into the changing room, "Oh, that Kajun…I swear that when I get back to the house tonight, I'm chugging an energy drink in her lab!"

"What?" Ester raised a brow.

"Yeah...See, the thing is...Beastkin? We don't do well with energy drinks," Makoto explained as she walked over to her, "Noellie didn't know that and got me an energy drink in a cup once...I don't remember _what_ I did, but the end result was the entire building we were in looked like there was a Category 5 Hurricane's aftermath inside of it and our entire school being banned from the place for the rest of time."

"...wow."

"Yeah...I got put on kitchen duty for a MONTH for that," Makoto added.

"...Well least th-"

"AHH!" Mai screamed as she bolted out of the changing rooms.

"MAI NATSUME, YOU GET BACK HERE!" Kajun shouted as she chased after her, carrying a butterfly net with the net part glowing.

"Why is this happening to me now?! I just wanna go home!" Mai cried.

"You will as soon as I catch you!"

"I NEED AN ADULT!"

"YOU ARE AN ADULT!" Kajun shouted as the two ran out.

"...Was that another of your friends just now?" Ester blinked with Makoto.

"Yup...and I think she's been chasing me all day to get info I know out of me...In retrospect, I probably should have just done it to get her off my tail," Makoto noted, "Though I wish them luck with the knowledge."

"What?"

"Oh, uh, Mai has such a strong sense of taste that anything she tastes? She can learn the 'memories' of," Makoto explained, "It's gotten us through a few mysteries back in school."

"Huh...interesting," Ester noted before looking around, seeing that there was mostly young adult males with a few young adult females there, "Hmm...say, I think I got an interesting challenge."

"Hmm?"

"We both jump into the pool, and whichever of us gets the most attention as we get out wins."

"Oh? You're on!" Makoto grinned.

"Cool. Then on your mark...get set…g-!" Ester began before Makoto shot past her, "?!"

"Haha! Payback for the parkour race!" Makoto shouted as she dove into the pool.

"...Heh. It's like dealing with a female Ben," Ester chuckled before running up to the pool and dove in, the splash getting the attention of everyone there.

First to surface was Ester, who shook her head a bit to get it dry as the light of the sun from the sunroof shined down on her a bit, adding onto her beauty as the light seemed to glisten on her skin. This got quite a few males' attention as she slowly began to step out of the pool, brushing a bit of her hair back as she kept her eyes closed, as if making her beauty all the more mysterious.

"Woah…" one young male whispered.

"Dang she's cute…" another added.

"Think she's single?" one asked, only to be smacked upside the head by the girl next to him, "Ow!"

"Hmm...Let's see you top that, Makoto," Ester whispered, grabbing a nearby towel as she began to dry herself.

After a moment, Makoto finally surfaced as she rose up fully to the surface. However unlike with Ester...ever single male there, even the girls looked on at the squirrel girl's emergence. As she pulled herself up, her impressive bosom bounced. She fully got out and ran a hand through her hair, a content smile on her face with her eyes closed. A lone drop of water fell from her chin and landed just above her chest and slid down into her cleavage, making many of the boys that had followed it gulp.

"...Dayum," was the response of all the males there. Even a few of the girls said it after witnessing that.

"...And I'm starting to regret making this challenge…" Ester whispered as Makoto walked back over to her.

"So...judging by their responses, I'd say I won…" Makoto smirked, grabbing a towel as she wrapped it over her shoulders, "So truth...or dare?"

"...Dare…" Ester sighed, _'Well..might as well take my punishment…'_

"...We may need to head to Undertown for this one then," Makoto stated, the smirk never leaving her face.

* * *

"You. Are. Evil," Ester hissed...wearing a neon yellow version of her parka with the fluffy parts of it a pale neon green.

"Shouldn't have told me ya hate these two colors especially when mixed together," Makoto replied, "Plus, it's only for ten minutes."

"...I won't say how or when, but I will get back at you," Ester threatened.

"Yeah yeah…" Makoto waved her threat off, "Anyway...what shall we do next? Grab a bite to eat o-"

***CRASH!***

"Gah! Stupid felines! Pakmar told you to wait!"

"...Oh god, that was Pakmar…" Makoto groaned as the two looekd over a corner, seeing a certain trio of Kaka Clan women standing in the middle of a ruined store...surrounded by plushies of Ben and Rath as a fuming Pakmar stood nearby, "..."

"..." Ester slowly blinked, "...Huh. Didn't think he took my suggestion literally."

"Your what?" Makoto deadpanned.

"Ugh...I had a feeling this would happen…" Torakaka sighed as she walked over, giving a disappointed look at the three.

"Grah! Even when in toy form, Ben Tennyson!" Pakmar screamed in frustration as he threw one of the Ben plushies onto the ground and began to jump repeatedly on it.

"NYA! Changing guy~!" the three Kaka women cried out at that.

"Honestly…" Torakaka sighed before noticing who was poking from the nearby corner, "...Ahh, Ester, Furry girl. Hello."

"Why do you get her name, right?" Makoto asked slowly, as if hurt by that as the two stepped out.

"Because it's easy to pronounce," Torakaka explained.

"That and when I tried to correct Tao when I first met her and Tora here, she called me Espurr," Ester added.

"Gah! You as well!" Pakmar snapped, pointing at Makoto.

"Whoa there! I am innocent on whatever is going on!" Makoto argued, holding her hands up in defense.

"No, you are not! Ben Tennyson is not here to take blame, so you take it instead!"

"What the…?! That's total bull!"

"No it isn't! Pakmar thought it would be safe selling cat toys and those Ben Tennyson and Apoplexian dolls...but then those three ruined the stand I had the dolls on!" Pakmar snapped, pointing an accusing finger at the three cat girls, "Pakmar told them to wait to get one for them, but they didn't listen! Gah! Even not here, Ben Tennyson is ruining Pakmar's business!"

"..." Torakaka raised a brow at Makoto.

"I have absolutely no clue how he started blaming me for everything aside from me being around Ben," Makoto shrugged before blinking twice, "Oh wait. He considers me as Ben's handler...oh it's starting to make so much sense now..."

"Well, you sure have a heck of a handle over him," Ester joked, "Where even is he anyway?"

"In space…" Makoto replied, "Something about Upchuck's planet being in danger."

-line break-

"How big is a prison ship even meant to be!?" Kickin Hawk complained, kicking an Incursean in the face, "And why do they keep eating their guns and right shoes!?" he asked as he turned to the Gourmands.

"Because the left shoe always tastes funky," one Murk Gourmand replied.

"And that taste gets stuck on all our tongues for weeks!" a Perk Gourmand added.

"...Okay. THAT I didn't need to know," Kickin Hawk muttered.

-line break-

"I'm sure he's fine. It's Upchuck's world. What's the worst that could happen?" Makoto shrugged.

"...Changing Guy."

"Hmm?" Makoto blinked before tensing, seeing the three Kaka clan women sniffing her, "?!"

"She smells like Changing Guy, nya," one of them noted, her Siamese cat tail swaying a bit.

"What? I do not smell like Ben!" Makoto gawked.

"Don't you live in the same house as him?" Ester argued.

"Well...yes b-EEK!" Makoto yelped when one licked her neck, prompting her to jump back, "Uh...personal space much?!" _'...Oh wow. Is that how Mai feels? ...Least it's not Tao being her usual curious self…' _"GH?!"

"She's been around Changing Guy a whole lot," another noted, a bushy brown tail swaying as she has her head in Makoto's chest.

"H-hey!" Makoto jumped back and away from them.

"...Is she Changing Guy's mate, nya?" the third asked, her pure black cat tail swaying.

"HAH?!" Makoto gawked at that.

"I apologize for them," Torakaka apologized, bopping all three on the noggin with her tail, "They're some of the more...avid seekers of Ben for letting us have more kittens. In a few months, we'll soon having one hundred and _one_ Kaka thanks to Alikaka finding a mate."

"Oh congrats," Ester noted with a smile, "Though...this is the first I'm hearing about Ben having some avid seekers."

"Nyes! We like Changing Guy and challenge anyone who wants him, nya!" the Siamese tailed one declared.

"We will reveal our faces to him and make him ours, nya!" the bushy-tailed one added.

"He's so cool, nya~!" the pure black-tailed one swooned, "He let us have more kittens and can even turn into a big ol' hunky cat~!"

"Oh, what we wouldn't do for that drink of milk," the bushy-tailed swooned.

"It doesn't help that it's almost time for the annual heat for the Kaka," Torakaka sighed, pinching the bridge of her nose.

"Ah...Let's just stop that talk there," Makoto spoke, holding a hand up, "Please…"

"You know where Changing Guy is!" the bushy-tailed declared as Makoto squeaked when three curved claw-like blades came out of her left 'paw,' snagging on Makoto's top, "Where is he?!"

"He's in space!" she exclaimed quickly, "He's off there dealing with some weird issue with cute little frog aliens that eat anything!"

"She's hiding Changing Guy in space!?" the black-tailed gawked.

"I believe you should run now," Tora advised before pinning the Siamese and black-tailed Kaka women with a single arm.

"Wait, what?" Makoto blinked, "Oh no…" she realized as she began running.

***RIP!***

"...Some sort of trial thing to get her to spill the beans more or less?" Ester asked Tora.

"Usually when a Kaka Clan member feels challenged for a potential mate, they give the 'threat' a series of trials more or less," Tora explained, "...And most of which usually revolve around combat or stealth, nya."

"...and how can Makoto get them off her literal tail?" Ester asked as she waved to Makoto as she barely dodged another swipe of the bushy-tailed Kaka's 'claws' while her tail was covering her chest.

"Declare that she is Ben Tennyson's mate."

"Seriously?" Ester asked.

"The majority of us...are kinda basic that way," Tora admitted.

"...Makoto, y-"

"I HEARD AND NO FREAKIN' WAY!" Makoto exclaimed, dodging another claw swipe as she blushed.

"It's the only way!" Ester argued.

"I'd rather fight than do that!" Makoto snapped.

***SLASH!***

"...Can I ask for a timeout?" Makoto asked, her tail moving to wrap around her lower half with her left arm covering her chest as her right slammed into the Bushy-Tailed Kaka's face, knocking her out, "Thank you."

"Those are sharp claws," Ester noted as Makoto rummaged in her tail while quickly going into a port-a-potty nearby.

"All Kaka tend to get them when we turn thirteen and begin training how to fight," Tora shrugged before holding a 'paw' up and rapidly changed one 'claw' from a curved scythe-like one to a chainsaw to a jagged one and then to a spiral one and then lowered the 'paw,' "The more experience you have with them, the more variety you can add."

"...Makoto, seriously. Tell them you and Ben are mates," Ester stated in a deadpanned tone.

"NEVAH!" Makoto declared before coming out, wearing a pair of black jogging shorts and an fire-pattern tube top.

"Okay, look. I get you don't like the jokes, but if it'll get them off your back and to leave Ben alone it sounds like a win win doesn't it?" Ester argued.

"What...but don't you…"

"Oh no...you're not involving me in this nonsense, girl. Save your own bushy tail," Ester cut her off.

"But...I...you...D'oh!" Makoto groaned before yelping, barely avoiding a slash from the Siamese-tailed Kaka, "Hey, hey, hey! Tora, I thought you had them pinned!"

"Hm?" Tora looked down at where she had them pinned, "...Oh...I used the arm I was pinning them with to show Ester some of my claws. Sorry."

"SORRY?!" Makoto exclaimed before quickly pulling her tail away just as the black-tailed Kaka tried pouncing it, "Hey hey hey! No touchy the tail!"

"NYA!" the two Kaka women hissed with the third shooting back up.

"Don't you three have catnip that needs sniffing...or fish that needs eating?!" Makoto exclaimed as she began to run from the three.

"No touchy Changing Guy!" the black-tailed Kaka snapped back.

"Ugh...In one ear and out the other…" Makoto muttered before jumping over the pouncing trio, "Seriously Ester, help me here!"

"Again, I'm not getting mixed up in this," Ester argued, "Plus only way y-"

"Nuh uh! If I declare it, then EVERYONE in Undertown will hear it, meaning Ben will hear about it next time here's down here!"

"...She does have a point. Gossip down here reaches even the Kaka Village in about ten minutes after it starts," Tora admitted before hearing a ripping sound.

"Aw come on!" Makoto exclaimed, her tail once more covering her chest as she slammed a punch into the face of the bushy-tailed Kaka, sending her crashing onto the black-tailed Kaka, "I just put that on not even three minutes ago!"

"...Let me guess, clothes damang is part of this 'trial'?" Ester asked Tora, who gave a light nod in response, "...Well, hope you have plenty of clothes to change into, Makoto."

"Thankfully I've learned to be prepared for this nonsense...but I can at best do this eight more times!" she snapped, "And I'm charging you for those! Fabric that can fit my proportions is not cheap!"

"The curse of a perfect hourglass figure," Ester smirked.

"Preach it!" Makoto declared, managing to get a white tee on before scrambling out of the way of a kitchen sink, "Did you throw a kitchen sink at me?!"

"Nyo. Nyot me," the bushy-tailed replied before pointing at the black-tailed Kaka, "Kurokaka likes baking and wouldn't dare throw something part of it." she threw several bowling balls at Makoto, "And I, Calikaka, prefer bowling!"

"AHH!" Makoto freaked as she jumped out of the way, "Then who threw that sink?!"

"Easy. Xiankaka."

"Xia…" Makoto began before looking up, "Oh, you gotta be kiddin' me…"

"Banzai!" Xiankaka cackled as she fell from above, a larger kitchen sink held in her 'paws' that she swung like a mallet at Makoto.

"...I...have several questions…" Ester blinked, not sure where Xiankaka got that sink.

"Oh we learn that when we're four to better hide all the food we can get," Tora explained, "Most tend to get it right after six months, but Tao managed to get it in a week by complete accident."

"...Comment retracted."

"Seriously, Ester, some help here pl-" Makoto began before a tearing sound was heard once more when Kurokaka and Calikaka ran past her, "SERIOUSLY?!"

"For Changing Guy~!" the trio declared.

"Alrighty, seven left…" Makoto grumbled as she ran by the two, now wearing a pink tube top with the word 'SWEET' stretched across it, "Come on...Come on...Where's a freakin' laser pointer when ya need one?!" she turned a corner and skidded to a halt on seeing a floating pink alien wearing silver armor resembling a trash can pulling a cart with several bags of catnip, "...Oh, that's almost as good as a laser pointer."

"NYA~!"

"...Tsubaki is gonna be pissed at me for this…" Makoto muttered before running up to the cart, grabbing every bag of catnip she could get.

=What the?!=

"Sorry! Official Plumber business!" Makoto shouted.

=Hey! You…!= the alien began before noticed the three pouncing Kaka clan members =...HELP YOURSELF!= he freaked as he ran off.

"Oh dear," Tora cringed as she quickly pulled out a clothespin and put it on her nose.

"What?" Ester asked.

"That was Jo-N-35," Torakaka explained, "He sells Terran cat and cat-like alien products. One of which…" Makoto threw the bags at the three Kaka, "...is catnip from Appopplexia."

"...And how badly does it affect Kaka clan members?" Ester asked, worry in her voice.

"Well, you saw me put a clothespin on," Tora replied as the three Kaka women slashed through the bags, sending catnip all over and hitting both Ester and Makoto.

"Ack! Ptui! PFFT!" Ester spat and spluttered, "Makoto!"

"Hey! You don't have a very fluffy tail!" Makoto argued, shaking catnip out of her tail.

"Meow~"

"...That meow has me worried. Why does that meow have me worried?" Makoto asked with a gulp.

"Meow~"

"...Tora, what is going on?" Ester asked, unease in her voice as she slowly turned to Tora...only to have no one where Tora had been, "...Oh you did not just…" Xiankaka pouncing her cut her off, "Gah!"

"Mew…" Xiankaka purred, nuzzling against Ester as her tail swayed.

"...Oh I'm already starting to dread th-" Makoto began before both Calikaka and Kurokaka pounced her, "AHH!"

"Mew…" the two mewled, nuzzling against Makoto as their own tails swayed.

"Makoto, what did you do?!" Ester demanded.

"I don't know~!"

***RIP! SHRED! TEAR***

"NYA~!"

"EEK/KYA!"

* * *

Kickin' Hawk slammed a fist into an Incursean's face before pausing, "...Huh. I feel like I'm missing the perfect blackmail on Makoto."

"Don't get distracted!" a Perk barked at him before upchucking a blast at another Incursean.

"Sorry. Just a random thought that popped up," Kickin' Hawk replied.

"Then I believe you need to focus on the task at hand!" Rook argued.

* * *

"..." Ester refused to stop her glare, her normal parka on as the two sat on top of a building overlooking Undertown.

"...Come on. Please stop it," Makoto mumbled with a heavy blush on her face, wearing an orange top that exposed her shoulders and back that connected to a black thong that poked out of some black short-shorts that had black suspenders on them that she wasn't putting on with long black boots that reached just below the ends of her shorts and shoulder-length black gloves with gold pouches at the ends where they neared her shoulders.

"You are _never_ doing that again," Ester hissed, her cheeks a bright purple.

"I didn't know that would happen!" Makoto argued, "Besides...least those three aren't after us anymore."

"Correction...The moment the catnip wears off, they'll be after _you_…" Ester corrected.

"...Shoot…" Makoto muttered, "...I'm still not saying it."

"Okay I've had enough of this," Ester groaned as she shot the Beastkin a serious look, "Do you hate Ben or something?"

"Eh?"

"At first, teasing you about him at the arcade and the pool was fun, but now you're being so adamant on not declaring you're his mate just to get those three off your back and tail is starting to ruin that fun," Ester stated, "Plus, there's all the times I've heard you arguing whenever you're in Undertown. Do you two have some sort of love-hate relationship or something?"

"Woah woah woah!" Makoto shouted as she stood up, "We may argue and stuff like that, but I don't hate him!"

"So...then what's wrong with just saying it to get them off your back?" Ester argued, "You do care for him right?"

"Well of course I do…"

"So you don't have to keep good on a promise you made to crazy literal cat ladies then," she pointed out, "Pretty sure even the smarties of their race would understand. But yet here you are, refusing the easy way out to the point it's getting stupid. So...what's up with that?"

"It...It's just...I...I don't know…" Makoto sighed as she sat back down, crossing her arms underneath her breasts as she looked out, "Declaring you're someone's mate like that is just… I know I should be able to just do it and get it out of the way, but…"

"But what?" Ester asked, walking over and sitting in front of her.

"Ugh...but lately after what happened on Galvan Prime, it feels like things feel...different around Ben," Makoto admitted, a light blush growing on her cheeks.

"Different? How?"

"Like...like when I see him, I don't see the hard-headed overconfident guy I first met...I see someone who cares deeply about his friends...someone who fights for the people who can't even defend themselves, no matter what species or race they are...someone who treats them like an equal and doesn't care what they are…" Makoto explained.

"...Yep, you've got a crush," Ester nodded.

"Gh?!" Makoto tensed at that, her blush increasing, "C...crush?! Me?! O-on Ben?!"

"Yup."

"N-No. No way," Makoto denied, "Sure he's pretty fun to hang out with. He introduced me to Mr. Smoothy's and all the ways nuts could go well with other flavors. He's funny with the jokes and quips he can pull. He's...admittedly kinda cute a-" she tensed a little, her blush increasing as Ester's smirk grew, "...Pretend you didn't hear that last one."

"Kinda hard not to when it's the third time you said he was cute."

"Hah?! When did…"

"Once after that street hockey game we played and the other when you were dehydrated back at my home village."

"...Ah geez…" Makoto groaned, covering her face with her hands, "...Wait. Don't you like him?"

"More as a friend than a boyfriend," Ester shrugged, "I get the feeling that it wouldn't work out between us."

"Huh? Why?"

"Well, what can I say? Ben is a great guy, cocky and goofy yeah, but, that's kinda like part of his charm. But...I don't know. Now that I look at it, maybe he and I would work better as friends. I don't like him enough to go into denial like you have clearly. I think in the end, I would want what's best for him and me, and who knows? Maybe that's you." she smiled, "Ah thank god I found this out before I got too interested…" she sighed happily.

"Oh...still, do you really think me and Ben…?" Makoto began in her question.

"Hm...I don't know…" Ester shrugged, "Maybe if you decide one day, when you're ready, to give it a shot. Who knows what the future could hold?" she smiled, "What I do know Makoto, is I think of you as one of the first true best friends I've ever had. So I hope only for the best whatever you decide to do or not to do."

"...Huh...I guess I could try it…" Makoto admitted unchartisticly bashful, "I mean...last few times I've tried to date someone, they...usually ended rather poorly."

"Hmm?"

"This one guy I tried to date...well, I worked with him and thought it would be nice to hang for a bit...and the next thing I knew the next morning? I'm in his bed topless," Makoto explained, "...And before you ask? No. We didn't do the dirty. Oh and the first time I tried dating someone back at the academy my friends and I went to…." a sad sigh escaped her lips, "Promise me you won't tell anyone this...only people who know this is Noel, Mai, Kajun, and Tsubaki...because they were there when it went down."

"...what did he do?" Ester asked with a frown.

"...Ugh. At first he was a pretty nice guy, charming to boot, too," Makoto explained, "We went on a few fun dates, but when Valentines day rolled around...this one girl that was part of three that picked on me during first year...turns out she got him to 'play nice with me' as a cruel prank...even tried to slap a special collar on me to make me their slave…"

"?!" Ester's eyes widened, "Wh-What?!"

"Yeah...Ya see, where I'm from...Beastkin are, well...Ya know how African Americans were treated for years?" Makoto asked.

"Ooh...Oof," Ester cringed.

"Yeah...and those girls I mentioned? It was also part of a little revenge plan of theirs because my friend Tsubaki stood up for me when no one else would," Makoto continued, "...Heh. Speaking of whom, she and the others got to me just in time, along with Jin Kisaragi, one of the head members of the student council. Needless to say, that douchebag that toyed with my heart and those three girls got expelled from the academy...and I locked myself in my room for weeks. Since then...it feels like every guy or-on the rare occasion- gal I've tried to date would end up being lazy, pervy, a complete ass, or worse…"

"Once more...Ooh...Oof," Ester cringed yet again.

"Yeah…" Makoto sighed once more, "...And you really do think I might have a shot with Ben?"

"Of course I do," Ester replied, "Plus, there's a big advantage you have on this compared to previous times."

"Oh yeah?"

"You live with him, for one," Ester noted, "You also work with him and have spent a lot of time with him already." she pointed out, "And in all that time, do you think that loveable goof would ever hurt you like that...on purpose? I can tell he's the kind who forgets a lot of things."

"Like you wouldn't believe...and yeah...you're right," Makoto chuckled, "...Maybe I can give dating another chance...once he's good and ready of course…Thanks, Ester. Ths...this honestly feels like a huge weight was taken off my chest."

"Which to be fair you could do to lighten as is," she joked.

"No chance," Makoto replied.

"All I'm saying is you are gonna regret your perfect genetics one day when the back pain sets in," she teased on.

"Joke's on future me, 'cause I do exercise for my back muscles," Makoto smirked.

"You know you'd make a heck of a parent one day in the distant future," Ester chuckled.

"Excuse you, I'd be a great parent!" Makoto argued as the two girls laughed.

"So...ready to finally end this so we can stop running from crazy cat girls?" Ester sighed.

"Considering I hear them coming around the corner, I might as well," Makoto replied as she stood up, taking a deep breath as she turned around just as a certain trio of catgirls turned the corner, "Stop!"

"Nya?" the three blinked as they skidded to a halt..before they were all tied up by Tora.

"Again, I apologize. It…" Tora began.

"I'll admit it."

"Nya?"

"I'll admit it...Ben Tennyson, or Changing Guy as you and the rest of the Kaka Clan call him by…" Makoto paused, taking a deep breath as she bit the metaphorical bullet, "...Is my mate."

"NYANTO?!" the trio exclaimed in shock.

"Th-that's right!" Makoto snapped, fighting her blush as she pointed at them, "And if any of you or any other Kaka Clan cat tries to claim him from me, I will send your feline asses to the moon! And I can assure you that it is not made of cheese, so no moon mice!"

"Aww~!"

"Behave you three," Tora scolded the trio before looking up, "I will be sure to inform everyone in the village, nya."

"Good! Because I…" she began before a sneeze went off and a blast of flames went over her.

"Sowwy…" Xiankaka apologized, "I ate these peppers this Fire Guy gave me before we went to the store with Shouting Tiny Guy."

"I'm...I'm out of outfits…" Makoto sighed.

"I keep a spare outfit on hand when something like this happens," Tora assured.

"...At this point, I'll take it..." Makoto sighed before looking over at Ester, "So...next week sound good when I got some time off?"

"Sure. Would love to hang out again...as long as there's no crazy cat ladies chasing us involved," Ester replied before looking over at Tora, "No offense."

"Nyan taken," Tora assured.

* * *

"At least this doesn't smell like fish…" Makoto muttered, wearing an orange and black Kaka Clan outfit, "Though I wish the shorts were bigger. Seriously, they're hugging a bit too snug." she walked up to the door and swung it open and spotted Mai, Kajun, Noel, and Jenny inside, _'Great...Was hoping no one'd be home.'_

"...Uh...Ma…" Mai began.

"Don't ask. Just...Just don't," Makoto sighed, her ears twitching in annoyance.

"He-llo," Makoto looked down to see a child-sized blue and silver robot, "No-el, nice lady?"

'_...Oh my god, this is the cutest little robot ever!'_ Makoto thought, "...Noellie, who is this adorable little robot?"

"Robotboy," Noel answered, "Robotboy, this is Makoto."

"Ahh...He-llo, Ma-ko-to," Robotboy greeted with a smile.

"She's taking care of him for a nice doctor that's following in my mother's footsteps," Jeny explained before Makoto could ask her next question."

"Alright," Makoto replied before tugging at her jacket, "And if you'll excuse me, I need to go get outta this. Also, good news is that Ben no longer has to fear for getting a harem of feline gals," she walked by, patting Robotboy on the head with her tail, "And welcome to our little group, little guy."

Robotboy giggled as he watched the nice squirrel lady walk away, "No-el, she was ve-ry nice squir-rel lady."

"...Wait. What did she mean by that?" Mai asked.

* * *

"Ugh...finally today is over with," Makoto groaned as she walked into her room, before walking over and letting herself fall face first into bed, "Hello bed...I missed you…First things first...gotta get out of this thing...seriously the shorts underneath are a bit too snug for my liking," she muttered, sitting up as she pulled down the zipper and let her jacket off, revealing the orange straps holding up the black short-shorts underneath and barely held in her impressive chest, "Ooh...nice cool air."

Just as she was about to get up and find some clothes to change into, her gaze stopped on a picture of herself and the others grouped together..with her and Ben trying to bunny-ear each other as they smiled at the camera. Before Ben left for his mission, the group took a small day off at the mall to hang out for a bit and someone-she couldn't recall at the moment-had suggested for a group photo together, as if to commemorate and celebrate their first big mission together...even if Kajun and Jenny weren't there to help. Honestly after the academy, she never thought she'd be thrown back into the past...and yet now she was part of an organization meant to protect the people of both Earth and beyond the stars, and didn't have to worry about a corrupt world government to oppress anyone with their false sense of justice. But most importantly...she was with her friends...her best friends. The very people who trust her...who treat her like any normal person. Heck the friends she made here in the past were just as important to her...and yet...she had a sense of unease in her heart.

"...If I do find a way back home...I'd have to leave with the others," Makoto whispered, wondering what was more important...her own world...er...timeline? Or the friends she made here? "...Ahh. I'm probably just overthinking it…" she sighed, "I should just forget about those things. I'm doing okay right now...but right _now_ I just wanna relax...I mean tomorrow's another day."

* * *

_SZ: And the second part of this little 'in the day of' mini-arc with the four girls...and we keep going! Next time is noel and Jenny, and we see how they'll come across Robotboy!_

_Z0: This will be a slightly more...adventure filled story...with lots and lots of gags thanks to the villian of Robotboy making an appearance. Cause I can't pass that chance up…._

_SZ: Yup...so stay tuned for that! In fact...*Blows trumpet*ONWARDS!_

_Z0: Robotboy Action! *Robotboy in battle mode shoots the screen* _


	28. In the Day of: Noel and Jenny

_SZ: We own jack! Part three of 'In the day of' miniarc beings now! GT! Z0! Start us off!_

_Z0: *steals the remote from GT* Banzai! *pushes button causing giant anime explosion visible from space* _

_GT: *on Mars' moon, seeing the explosion* Wow. They're excited if SZ approved of that…_

* * *

Noel hummed as she walked through Plumber HQ. They had all taken most of a week off after the events on Galvan Prime. Most all of them had tomorrow off, minus Tsubaki whom had yet to reach the point where she was forced to take vacation time. Right now, she was more concerned with the endless amounts of work Kajun and Jenny had been doing. She really didn't want to get involved, but the Resources Department wanted someone who could…'handle' Kajun to ask why she was using their computers to track down a civilian scientist and his history...and whereabouts...and literally everything else which bordered on creepy stalking.

"Ah...might as well get it over with..." Noel sighed as she tapped on the door to the lab of their resident mad scientists, "Kajun...Jenny...are you in there?"

After a while, the door opened as the two greeted her, "Hello Noel, what do we owe this sudden visit?" Kajun asked.

"Why are you stalking some poor man?" Noel asked.

"Stalking?" Jenny asked.

"Why whatever do you mean?" Kajun asked.

"Mmm-hmm…" Noel replied in a slightly sassy tone.

"I honestly have no idea what you refer to," Kajun continued.

"...Didn't have something you wanted to ask Makoto?" Noel simply asked.

"...AHH! YOU'RE RIGHT!" Kajun realized before turning towards Jenny, "I apologize, but something more important just came up!"

"Wait, wh-" Jenny began before Kajun bolted out of there, "Hey! But what about…?!"

"You can handle it!"

"...Oh dear…" Noel whispered, realizing the mistake she just did before taking in a breath to calm down, "Now...Jenny?"

"Yes?"

"What were you and Kajun doing exactly?"

"Well...where do I begin…" she muttered, dragging her inside.

"Eh? Wh...oh..oh my…" Noel whispered with wide eyes..seeing article after article taped to walls and white boards with a few pictures showing shadowed a male-sized robot flying around.

"So, you see...it began simple. I was following my mom's work files, and then we found she wrote her work down and left it with a trusted student," Jenny stretched her arms to a point on the wall, "Though given mom's track record...no name, no picture, no nothing!" she complained, "She's real good at hiding things. I never could find things on Christmas…"

"A student?" Noel asked.

"Yeah. Mom, for a long time, tried to teach folks in her brand of robot making magic. To...limited success…" Jenny rambled, going over files that had a lot of redacted information, "But one of these students was the most secret...as in we don't even know who they are. We figure they might have taken Mom's work and went into hiding."

"It's a good thing you don't breathe because I feel like a normal person would have needed to stop at some point," Noel noted.

"Yeah...oh! But me and Kajun think we might've found out where he is," Jenny added before pointing to a nearby globe, "One of his last two possible locations were in Japan or San Francisco given the sighting of a super fighting robot were last seen in these two locations."

"Super fighting robot? Like you?" Noel asked.

"Yep." she smiled, "But it's just a best guess. We'd need to go see for ourselves...but with Kajun…"

"Being Kajun?" Noel finished.

"Yeah," Jenny agreed, "With her being herself, that plan's all zozzled up."

"Well...what if I came with you?"

"Hmm?"

"I mean...I wanted to go out with Ben when he mentioned he was going to go to Upchuck's planet, but…" Noel paused before pouting, "I wasn't allowed to go…"

"Not our fault we can't help but hug cute things," Jenny huffed.

"Agreed," Noel nodded, "So..maybe I can help you in your search? And who knows...maybe we can find something really cute along the way."

"That sounds great!" Jenny beamed, "Plus, a good chance to really try this ID Bracelet."

"Hai!" Noel nodded, "Demo..where should we start?"

"...Japan?"

"Oh, I've always wanted to go there since we came to this time!" Noel beamed.

"Excited, eh?"

"Oh very much so!" Noel replied, nodding eagerly with stars glittering in her eyes, "From old internet files Kajun dug up back in the academy, I've always wondered what it was like in the past! Especially with such cute things like Hello Kitty!"

"Well I guess the only thing we need is a ride," Jenny noted how only one of them could really fly.

"...Good point," Noel muttered, "How are we gonna get there then?"

"Mmm...Oh! We could ask Ben to borrow his car!" Noel noted.

"Huh?"

"Well, we'd have a vehicle while in Japan and your strength could easily carry it to Japan," Noel noted, "...Unless Kevin-san made it capable of flight."

"Let's get the keys." Jenny simply replied, "Wait...can either of us drive?"

"..." Noel held up her license with her name and picture.

"Nice!" Jenny beamed, "Then let's go!"

"Hai," Noel nodded, _'Just hope things will be okay here without me and Jenny…'_

* * *

"No...It should be...no...GAH!" a voice snapped from inside what looked like a volcano lair, "Where are you hiding your creation, Moshimo?!" the now very enraged voice snapped as a figure paced about, "How could you have hidden it so well...who could you trust to hide such a thing? Who?!"

"Now boss, please calm down. It does you no good if you stress yourself like this," another voice noted, this one seemingly calm as a large figure began to approach the shorter one, "Here, I made you some tea."

"I do not need tea! I want Moshimo's creation!" the shorter figure snapped before looking back at a large computer screen, "Just where are you hiding…?!"

"Well, we haven't found it in Japan and last we tried in San Francisco, it just vanished. Maybe he's hiding it in some secret island lair," the large figure replied.

"What? Don't be stupid! Only Super villains live on island lairs! What world would this be if good guys began having them!? Just...go to your room and stop being an idiot, Constantine!" he snapped, "Good guys with island lairs...bah…" he marched off as he began angrily grumbling in Japanese to himself.

"I thought it was a good idea..." the now named Constantine muttered.

"Sil-…!" the shorter figure began before something blurred by on one of the opened windows shown on the screen, "?! Was that…" he quickly typed away as the scene on the window rewound itself before stopping, showing a certain female robot, "?!"

"Oh look! It's a cute little robot girl," Constantine spoke, "That's sweet."

"BAKA!" the shorter figure snapped as they smacked the larger figure, "That is no ordinary robot… That is Dr. Wakeman's greatest creation: XJ-9! Wait...wait...oh ho ho! I just thought of something brilliant! No doubt Moshimo's creation would notice it and register it as a possible threat...and when they tire themselves out in the eventual fight, I swoop in and claim them both as my own!"

"I don't know, boss…" Constantine muttered.

"Of course you don't know, because you know nothing! Like a henchmen should! I am the evil genius! So I do all the knowing! And I know this will work! Now get the war jet!" he snapped.

"Oh boss, you know we don't have a war jet anymore...you broke it," Constantine sighed in a tone as if he were a caretaker dealing with their elderly charge.

"Curses...but it was worth it. That'll show UPS to ignore fragile warnings on my packages…" he rambled.

"Yes boss...yes…"

"In that case, get the stealth vehicle out of the garage!" He shouted.

"Oh, but I just started a new recipe I found...spinach puffs."

"NO EXCUSES!"

"But Boss I just got them right…"

"NOW!"

"Yes Boss…"

* * *

"I think I see Japan up ahead," Noel noted, sitting in the front seat of Ben's car as Jenny carried it over her head while she flew.

"Ooh great! I can't wait to look around!" Jenny cheered, "..Just hope I don't lose my language program like last time."

"Hmm?"

"I fought a Kaiju here once and just as I was leaving? I lost the CD that helped me speak different languages, so I was stuck speaking Japanese the entire day," Jenny explained.

"Oh my...Oh when you returned to America, huh?" Noel guessed.

"Yep..." Jenny sighed.

"That must have been very difficult," Noel sympathised.

"You have no idea… No one could tell what I was saying, or kept making wrong guesses," Jenny sighed.

"Well..maybe…" Noel began before something zoomed past them, "?!"

"What was that?!" Jenny gasped

"I think I saw it land near the city!" Noel stated, noticing the blur shooting into the city up ahead.

"Hang on, Noel!" Jenny advised, "It's going to be a bumpy ride!"

"Hoo boy," Noel meeeped, holding onto her seat as Jenyn speed up, following after the blur into the city, "KYA!"

"I see it!" Jenny spoke, "Wow! It's fast!"

"I'm so happy I skipped breakfast!" Noel shouted as Jenny zoomed through the skies over the city, making sure not to hit any buildings as she kept following the blur as best she could.

"Mm...may need to ask Kajun for an upgrade later…" Jenny whispered as she could barely catch up with the blur, "...Wait...what if…" she noticed the blur zipping right into an empty warehouse near the pier, "...Noel hang on!"

"Oh not ag-KYA!" Noel screamed as Jenny flew down to the building, landing before it as she put Ben's care down, "Ohh…really glad I didn't eat breakfast…"

"Better armor up, Noel," Jenny advised, one of her arms shifting into a blaster as she stared at the building, "Who knows what could be waiting for us in there…"

"Just...give...I need a minute…" she groaned, stumbling out as her uniform covered her body, "Okay...I'm good." she pulled out her guns, "Oh just one trip without us needing to have weapons out and ready."

"I know…" Jenny muttered as the two cautiously approached the building, the two unaware of a pair of figures watching them from the shadows.

"Look, Constantine...look at how advanced XJ-9 is even after ninety years...how combat ready it is...I deserve it! Along with Moshimo's creation!"

"Are you sure, Boss? I mean that girl with her looked rather scary if she were provoked."

"...That is a girl? I thought they were a really skinny boy." he spoke before paling as a bullet went past his head. He slowly turned to Noel who shot without even turning her head.

"Oops...sorry...finger slipped...weird...I felt so angry when it happened." Noel spoke.

"Maybe someone said something you mentally didn't like," Jenny guessed as they stood at the door leading inside.

"...Maybe," Noel muttered before carefully opening the door, sneaking inside before closing the door behind them.

"...Boss? Are you okay?" Constantine asked.

"...Y-yes! Yes I am!" the smaller figure snapped, "On the bright side, I no longer have to go to the bathroom."

"Oh boss...you make boomboom?" Constantine asked.

"..."

***SMACK!***

"SILENCE!"

* * *

"...It seems quiet…" Jenny whispered, her back against Noel's as the two walked around the darkened warehouse, "...And that worries me…"

"M...maybe it's just an empty warehouse," Noel suggested, taking a deep breath as she tried to remain calm.

Jenny blinked and her optics changed to red. In her head, her perception changed from normal to thermal. At first, everything seemed normal...but she quickly noticed a heat signature from behind one of the walls within the building.

"...There's someone in here. They seem human," Jenny noted quietly, "Keep close and be ready. For all we know, it may look human but it isn't."

"H-hai," Noel nodded, "It could be an alien...which given our lives...is no longer the strangest possibility ever."

Jenny nodded, "Still...be cautious. Who knows wh-"

"Who is there?" a voice spoke as what sounded like a metal panel sliding was heard, "If that is you, Dr. Kamikaze...I keep telling you no. I will not turn him over."

"...Dr. Kamikaze?" the two girls blinked at that.

"A...ano, sir? We...don't know who that is," Noel answered.

"Hmm?" the man blinked as he stepped into better light, "Oh yes. Terribly sorry, dear girl...wait…" he squinted through his glasses, his voice softening to a much kinder and polite tone upon realizing it was not his nemesis, but was replaced by shock, "Impossible...XJ-9…"

"Huh?" Jenny blinked.

The man became fully visible to both girls, revealing a tall, slender, elderly Japanese man. His thinning hairline was leaving him bald at the top with white hair which spiked up along the sides of his head. He wore an all white lab coat centric attire with yellow gloves. He adjusted his circular glasses as he got a better look.

"I'll be...It truly _is _you, Sensei's greatest work," he spoke in awe, "I never thought I'd get the chance to meet you in person."

"Sensei?" Jenny repeated, "...Wait...does the name Nora Wakeman sound familiar to you?"

"Of course it does. I was her student after all," he smiled, "Oh, how fondly your mother spoke of you all the time." he mused happily as he walked forward, "Oh how rude of myself. Please, you may call me Moshimo…" he bowed.

"Wow...uh, don't misunderstand but...finding you was easy!" Jenny cheered.

"Mysteries tend to take longer than this…" Noel muttered.

"Hmm?"

"We ended up following this blur to this warehouse here," Jenny explained, "We...never expected to find you here."

"A blur?" Moshimo repeated, "...Ahh. I believe I know who you are talking about. Please...follow me."

"Hm?" the two blinked, following him.

"I believe what you saw was my invention," he explained, "You see, XJ-9...is it okay to call you Jenny?" Jenny nodded, "Arigatou. You see, Jenny-san, I have worked for years to try and recreate my Mentor's greatest work: a robot who has a soul. A robot that by all accounts is a true living person. Such a wonderful and amazing creation born of love and dedication, was something I hoped to replicate in memory of her."

"Another Jenny?" Noel blinked.

"In concept, yes," Moshimo nodded as they walked into a fairly large lab, "But while Sensei created the perfect daughter, my goal was to make a perfect son." he mused, "I guess, in a sense, I am a modern day Geppetto, and that 'blur' as you call it...was my Pinocchio." he stopped and turned to a lab table as a shadow moved around behind it, _"It is okay. You're not in trouble,"_ he spoke gently in Japanese as a figure slowly walked out, "Girls, I would like you to meet RobotBoy." he introduced.

Out walked a small child sized robot. He, at best, came up to their knees. He was all silver with blue hands and cylindrical legs ending in blue colored feet. His head was a little big with two curved cylinder horns. His eyes shone blue as he blinked a few times before looking up at Moshimo.

"_Robotboy really not in trouble?"_ he asked back in Japanese.

"_No my boy, you're not in trouble. You inadvertently brought someone amazing to us,"_ he replied while crouching down and patting his head.

"Ah…." Noel awed silently with sparkles in her eyes as she stared at Robotboy, _'KAWAII~!'_

"He's so...small…" Jenny noted.

"Yes, his name is a little on the nose, isn't it?" Moshimo smiled, "While I am a master of engineering and robotics...I am not the world's most creative person when it comes to names."

"My mom named me XJ-9...at least 'Robotboy' sounds cute," Jenny argued.

"Hello," Noel greeted, kneeling down to be closer to Robotboy's height.

"He-llo? _What is _he-llo?" Robotbot asked, tilting his head.

"Robotboy is not wired for English just yet," Moshimo explained, "I built him to learn like a human does; over time and through experience. It will take him a while to learn how to pronounce things properly in a language outside of Japanese."

"Oh," Noel nodded, _"It means hello. I am Vermillion Noel."_

"Noel," Robotboy repeated, _"It is a nice name."_

"Quite fluent," Moshimo noted.

"Thank you, sir," Noel thanked with a bow, "The nation I'm from grew up with a language made of several put together, so learning each one they were from was kind of easy."

"It's a long story," Jenny added.

"Yes. I am rather aware," he mused earning their attention, "I dabbled in time travel in my youth." he laughed, "But no, sorry. After meeting a good friend, I dropped that work altogether. Ah, my apologies once more. Would you care for some tea and oil, Noel-san, Jenny-san?"

"Sure," Jenny smiled.

"That sounds very nice," Noel nodded, standing back up.

The four made their way to a section of the building more resembling a living quarters for Moshimo. He worked on preparing the refreshments as the girls sat down at a table, Robotboy joining them.

"So Profesor, you made Robotboy based off me?" Jenny asked.

"Well...Off the many lessons I got from your mother, the plans for her XJ series were locked away in her secret laboratory. Robotboy is a much more original frame from you," Moshimo explained as he walked back with everyone's drinks, "While you were designed with a one of a kind polymorphic frame that can change and alter at a whim, Robotboy has a stage based form system. This is his regular Active Mode which saves energy by keeping him in this small child-like build. While he can't drastically alter his form, he can grow and shrink to various sizes."

"Robotboy go...BIG!" he held his arms up before stopping as Moshimo patted his head.

"He refers to his Superactivated Mode, or Combat Mode," Moshimo explained, "Only when becoming this form do his weapon systems unlock. But it's also a massive drain on his internal batteries."

"Oh...soka," Noel noted as she took a sip of her drink, "Oh! Umashi…"

"Thank you, Noel-san," Moshimo smiled, "Robotboy is my greatest invention. I made him to become a real boy in a sense, but I have to go into hiding, as far too many people want him for his power."

"You mean this Kamikaze guy?" Jenny asked.

"Yes," Moshimo sighed, "He's stolen and continued to attempt and steal my work for ages, wanting to use them to conquer and steal the world."

"...He _does_ know about Ben, right?" Jenny asked, "Or the Autobots in Detroit?"

"The man was always one who could never see the forest for the trees," Moshimo noted before chuckling, "Also for a rather clever bio-engineer...he's incredbly stupid."

"Wait...bio-engineer?" Noel repeated.

"He would experiment and clone animals to try and steal Robotboy for himself," Moshimo explained.

"...He didn't go to the same school as Dr. Animo, did he?" Noel asked.

"That name oddly rings a bell…" Moshimo muttered, "But irregardless, I have slowly run out of safe places to hide Robotboy here in Japan with all his endless attempts."

"_Robotboy misses the deer living in the park. They were very nice,"_ Robotboy sighed.

"Oh…" Noel softly cooed at that, wanting to give him a hug, "...I got it. I'll take care of him for you, Moshimo-hakase."

"Hmm?"

"Noel?" Jenny blinked.

"I can take care of him," Noel offered as she picked Robotboy up and sat him in her lap, "I mean, I live with Ben Tennyson, and Jenny, and my friends, whom are masters with weapons and have superhuman strength. And one...over eager scientists who works with alien technology so someone who can take care of him should anything happen. Of course, we'll have to make sure she signs several agreements on confidentiality when it comes to Robotboy and to not try to 'tinker' with him without your approval."

"Well...you make a very solid argument, Noel-san," Moshimo chuckled unable to argue her logic.

"She tends to do that," Jenny giggled, "One day we found a small litter of kittens in the park, and Noel refused to leave them until we found their mother."

"I'm just relieved they got a home," Noel noted, her cheeks turning pink as she remembered how adorable the kittens were, "But yes...I-I'll do everything I can to make sure Robotboy stays safe, Moshimo-hakase."

"...You truly have a big heart, Noel-san," Moshimo noted with a soft smile, "Maybe you are right. Maybe Robotboy going to stay with you truly is for the best."

"Huh?" Jenny blinked.

"I'm an old man…" he sighed, "I might not be able to always be there and teach him the right things. Maybe someone as kind as Noel can help him become a real boy." he explained, "I never thought that the perfect caretaker for my Robotboy would literally land their car in front of my house." he laughed as he walked off and picked up an orange watch shaped like Robotboy's head, "This is a controller of sorts that can awaken Robotboy from his Deactivated mode. As well as a means to communicate with me." he explained, handing the watch to Noel, "I'd still like for Robotboy to not be an overly public figure, so he has a small doll-like deactivated mode to fool the regular person into thinking he is a simple toy."

"Soka," Noel noted, strapping the watch to her wrist, "I'll be sure to keep you updated, Moshimo-san."

"And we can help teach him, too," Jenny added, patting Robotboy's head.

"That would be excellent," Moshimo noted before kneeling down to Robotboy, _"Robotboy, with Kamikaze's continued attacks, it saddens me to say that staying in Japan is no longer an option."_

"_But what do we do?"_

"_Noel-san and Jenny-san are offering you sanctuary with them,"_ Moshimo explained, _"I'll be making sure to check up on you as often and as polite as I will be able to, but my main importance is that you are safe."_

"_You are not coming?" _Robotboy asked.

"_Sadly, I cannot. But remember, I am just a simple call away. You can trust these two, especially Jenny-san."_

"_Jenny-san?"_

"_Yes. Remember the stories about my teacher, Wakeman Nora? This is her daughter, XJ-9 or 'Jenny' for short."_

"_Short? But Jenny-san is tall. Taller than when I get big,"_ Robotboy noted, tilting his head, earning a chuckle from Moshimo.

"_Only by a little. But what I mean by 'short' is that is what she prefers to go by."_

"_Oh...I do not get it."_

"_It will take time to understand, but that is what they shall teach you, teach you how to be a true boy, how to be kind and caring, and how to use your amazing power for the sake of others."_

"_Ahh...okay p-" _Robotboy began before an explosion was heard from outside, "?!"

"...oh no…" Moshimo sighed.

"Moshimo! I know you are in there!" a voice shouted as another explosion was heard, "Give me your creation and XJ-9!"

"Kamikaze?" the girls asked.

"Ah...yes...and it seems he wants you as well, Jenny-san."

"...Well," Jenny began with a frown as she stood up, "He's gonna be in for a rude awakening thinking I'd go with him."

"Yes. Maybe a taste of the new friends Robotboy has...will finally make him think twice about hair brained schemes," Moshimo smiled.

"You can only hope," Jenny replied.

* * *

"Moshimo, I know you can hear me!" Kamikaze shouted, the light of the rising sun revealing him to be a short bald man in a red robe as he sat on top of a large growling bear, a few others nearby as they hard rocket launchers on their backs, "I demand you give me your and Wakeman's creations! They rightfully belong to me!"

"Boss, I am unsure that is a wise thing to say," Constantine spoke up, "The robot girl seems to be the very willful type."

"Silence! It will come with me whether it wants to or not!"

"I am not an 'it'," a voice spoke before one of the fired missiles were deflected as it landed in the ocean, "I am a girl."

"...Ahh. Perfect timing, XJ-9," Kamikaze noted as he looked up, seeing Jenny hovering in the air.

"Boss...I don't like that look…" Constantine spoke, "It looks like she's really gonna hurt you."

"Non...wait, why just me!?" Kamikaze demanded.

"Cause your goon looks nice enough to leave off with a warning," Jenny replied.

"Oh thank you," Constantine smiled.

"Don't thank her, you idiot!" Kamikaze snapped.

"Also the fact you claimed I 'rightfully' belong to you? Yeah...no. I was created by my mother, Nora Wakeman, and I'm my own person," Jenny continued, the serious look never leaving her face, "Also you so much as touch Moshimo's creation with evil intent, I am going to -as my friend Makoto would say- give you the boot...right out of Japan."

"Haha! Shows what you know...the whole country has a restraining order on me!" Kamikaze laughed.

"How did that happen!?" Jenny had to question the impossibility of a country having that against a single person.

"He tried to recreate Godzilla," Constantine answered.

"Wait, the movie monster?" Jenny asked.

"It was a dare...and pride...and many many mistakes made in college," Kamikaze explained.

"...Dr. Animo ring any bells?"

"Do you mean Aloysius?" Kamikaze blinked, "He was my old lab partner. It's been ages. Is he still in prison?"

"Sir, you met last year after he broke out…" Constantine reminded.

"Yes, and I was hoping to exchange notes with him, but he never showed up because of that Ben Tennyson!" Kamikaze snapped, "...Nevermind! XJ-9! You are coming with me whether you like it or not, along with Moshimo's creation!"

"...No," Jenny bluntly replied, making him fall right off of his seat, "Oh look...I knocked you off your high horse...or in this case, high bear."

"How dare you!" Kamikaze snapped.

"Let's skip this part and get to the blasty-blasty," Jenny smirked, holding her arms out as her palms began to glow.

"Uh-oh…" Constantine muttered, grabbing his boss and running as soon as she began shooting, "Ahhh!" he cried in panic.

"Bear Clones, attack!" Kamikaze ordered.

"Bring it o-wait. Did he say Bear _Clones_?" Jenny asked before the bears stood up, their claws growing as the rocket launchers moved onto their shoulders, "Wow...that's not something you see everyday." she spoke as she dodged a rocket and punched one of the bears, sending them flying.

Jenny jumped back as she formed blasters over her shoulders and morphed her arms into similar blasters. She landed and began opening fire peppering the Bear Clones with energy bullets.

"Yes, yes! Swarm her, my beasts! Swarm her!" Kamikaze decreed.

"Ha!" Jenny yelled as she deployed her giant fist as she swung and punched several of the Bear Clones away.

She swung her hand back and backhanded several more of the Clones clearing more room for herself. She jumped back before reforming her left hand into a blaster of some sort, it opened up into two sections before firing a cable which wrapped around several Clones and shocked them into submission. Jenny swung her her right as her hand was folded in and replaced by a long sword that began glowing blue. She rocketed forward and slashed multiple clones down, letting them all fall over.

"Ooh…" Robotboy awed watching Jenny fight, "Robotboy...fight too?" he asked.

"No, I think Jenny can handle this," Noel spoke, patting his head, making him look down in disappointment, "But you can learn from what she's doing, ne?"

"Learn…?" he spoke, "Learn!" he smiled, watching her kick and punch the clones, sending them flying and falling to the floor, "Oh~!"

"No no! What are you doing?! Fight back, you stupid ursine!" Kamikaze snapped at the Bear Clones before yelping when one growled at him, "AHH!"

"I'm gonna guess animals don't like you very much," Jenny said as she smacked some Bear Clones away, one of her hands converted into an oversized tennis racket.

"Nonsense! They love me!" Kamikaze snapped.

"Uh-huh…" Jenny replied before stretching her arm out and punching several out of her path, clearing a path through the army of clones.

"GH!" Kamikaze tnesed, "Constantine, fetch me the KEMPB!"

"The KEMPB, Boss?" Constantine blinked before he was smacked upside the head.

"DID I STUTTER!? Get it for me now!"

"Ahh! Y-yes Boss!"

"KEMPB?" Noel blinked, pondering for a moment before her eyes widened, "EMP…Jenny, wait stop!"

"Huh?" Jenny blinked, stopping as she turned to look at her.

"He's gonna hit you with an EMP!"

"An EM…" Jenny began before a small ball with Kamikaze's face on it hit her in the back, making her tense before an electric shock coursed through her body, a silent scream escaping her mouth before it stopped, her eyes blank as she fell to the ground.

"JENNY!"

"YES! XJ-9 IS MINE!" Kamikaze beamed as one of the Bear Clones grabbed the downed Jenny and carried her over to him, "I may not have Moshimo's creation, but I have something just as good, if not better!"

"Um boss? What about her friend?" Constantine asked.

"Nonsense! As if I am scared of a little flat g-" Kamikazy began before a shot grazed his cheek, "?!"

"Get away from my friend!" Noel demanded, spinning Bolverk before assuming a fighting stance.

"You mean _my_ robot!" Kamikaze argued, "Bear Clones, A-" he tensed when Noel spun her guns for a moment...and a rocket launcher was in their place, "...What the…?!"

"ZERO GUN: THOR!" Noel shouted as she pulled the trigger.

The Bear Clones blinked as a rocket headed their way..only it looked more like something out of World War 2 before it impacted the ground...and resulted in a large explosion that blew a majority of them away. Robotboy awed as he watched the explosion.

"...Ahh…." Kamikaze wheezed, his glasses slipping down his paling face.

"I'll say it once more…" Noel began with a frown, her rocket launcher smoking as she aimed right at him, "Let go of my friend!"

"Here you go!" Constantine declared, tossing Jenny over to Noel.

"Huh?" she blinked, returning to normal as she fumbled to catch her friend...only forgetting one slight detail, "Kya!" she cried while falling over, forgetting she wasn't strong enough to lift Jenny.

"CONSTANTINE!" Kamikaze snapped.

"I am sorry, Boss, but did you not see the glint in her eyes?" Constantine asked with a gulp.

"You absolute idiot! Why did you give her back the robot!? You should have acted as a shield!" Kamikaze shook his fist.

"I am pretty sure both of us would've been vaporized!" Constantine argued before he picked his boss up.

"What the…?!" Kamikaze began before Constantine carried him off, "Oi! OI! PUT ME DOWN, YOU BAKA!"

"No can do, Boss!"

"Bear Clones, get the robots!" he ordered before the clones thought to follow them.

"Uh-oh…" Noel realized as the clones growled at them. She then blinked as Robotboy landed in front of her.

"No hurt No-el!" he declared as his eyes began glowing red, "No-el friend!" he declared before bashing his fists together.

He flew up as his body began growing, sections opened, such as his waist making him taller. His legs extended and transformed into larger armored boots as his hands folded in while his armor expanded and enlarged. He landed as he now stood almost four times his original height, easily taller than Noel now. His horns grew and extended up drastically to add a more intimidating design. His cute face was gone; replaced by a blue mask with red lines around the edges and red eyes. Blue spiked shoulder pads extended out as his arms lengthened, and his forearms grew larger with a section allowing his hands to rotate. His legs now longer formed into thick blue boots.

"Oh…" Noel awed as Robotboy pumped the armor on his right hand and morphed it into a multi barreled vulcan gun.

Robotboy aimed as he began unleashing explosive shells that blasted the clones and sent them flying. The clones stopped their charge only to be tackled by Robotboy as he began punching them, sending them flying into the horizon. Robotboy turned as one clone got past him and neared Noel. His already angry eyes seemed to grow even angrier as he held his hand out and shot a grappling hook that snared the clone. He pulled and swung the clone around over his head before slamming him like a wrecking ball into the other clones. The remaining clones looked up as Robotboy floated up via his rocket boots. His two arms morphed into Vulcan guns as two more deployed from his back over his shoulders. His chest plate opened to reveal a glowing plasma cannon as his eyes shot out multiple red targeting lasers. The clones, realizing the amount of artillery within the robot, all gulped in fear at that.

Noel blinked as the clones roared and ran away in terror; many jumping into the ocean to run to safety. Robotboy landed next to her as his weapons retracted. He looked down to her as his red eyes softened to tell her it was all safe now.

"...k...Kakui…." Noel whispered in awe, "Jenny..Jenny, you should see this ...Jenny? Jenny?" she turned to the downed robot girl and shook her a bit, earning no response from her, "...Oh no...Jenny, please wake up!"

=Is everything okay?= Moshimo's voice asked from the device on Noel's wrist.

"Eh...oh!" Noel realized before looking at the device, "It's Jenny! She...she got hit with some sort of EMP bomb and isn't waking up!"

=Oh dear...Please bring her inside and I shall see what I can do=

Robotboy quickly picked up Jenny and flew back inside as Noel followed.

"Please be okay," Noel whispered, worry heavy in her voice as she followed Robotboy into Moshimo's lab.

* * *

"Hm...thankfully nothing bad has happened to her major internal memory unit. So she'll awaken with all her memories," Moshimo spoke as he worked, "All the EMP did was fry this one circuit that controls her sleep mode."

"Phew…" Noel sighed as she held Robotboy back in his smaller normal form in her arms.

"To prevent such an event again, I have insulated her major internal system parts," Moshimo explained, as he put his tools down, "Now to turn her back on." he mused, pushing the belly button bolt.

"AH!" Jenny gasped sitting up and forming her arms into cannons, "What happened? Where's the super angry little Japanese guy!?"

"Jenny!" Noel cheered, jumping and hugging her friend, "Oh thank god you're okay!"

"It...it's fine, Noel," Jenny whispered as she returned the hug "Still...Where is Kamikaze? And what did he do to me?!"

"He hit you with an EMP bomb."

"Oh...wait. HE WHAT?!" Jenny exclaimed, her arms changing back to normal as she patted herself, "He didn't do anything weird to my body, did he?!"

"Oh no no. You're perfectly safe, Jenny-san," Moshimo assured, "In fact, you can thank Robotboy for rescuing you in time before Kamikaze could take you away."

"Robotboy...do good?" he asked.

"More than good," Moshimo added, "Maybe going with Noel-san and Jenny-san will be good for you."

"Rea-lly?"

"Yes, I think they can show you many things about protecting the things that need your protection, and how to be kind like a real boy," Moshimo spoke, "We will only be able to see each other now and again so Kamikaze doesn't find me or my work. But I know you'll be more than safe with Noel and Jenny. Just meeting them today, you did the most heroic act I've ever seen."

"It's true," Noel spoke, earning Robotboy's attention, "You protected me and Jenny when we couldn't protect ourselves when the Bear Clones attack."

"Robotboy do good?" he smiled.

"Very good." Noel nodded.

"Noel-san, I shall leave him in your hands," Moshimo smiled, earning her attention, "I know you will be able to take good care of my boy and help him learn right and wrong."

"...H-hai," Noel nodded as she bowed, "I'll do my best, Moshimo-hakase."

"I know you will," Moshimo smiled, "Should you ever need my help, or should Robtoboy needs my help, I am but a call away." he smirked, walking over and grabbing a backpack colored in grey with two tubes like Robotboy's horns, "I created this to carry Robotboy around in public. I figured this way you can always keep him with you."

"Oh! A-arigatou," Noel smiled as she accepted the backpack.

"And Jenny-san…" Moshimo began as he looked at the robot girl before bowing, "Arigatou."

"Hmm?"

"Meeting you fills me with hope that one day Robotboy will be as real of a person as you," Moshimo spoke, "That the wonderful miracle my Teacher created...can happen again."

"Ah...Thank you for saying that, Moshimo-hakase," Jenny thanked, bowing in return, "I promise that I'll help Robotboy as much as I can just as I'm sure Noel will."

"I know you will," he smiled, "Now Robotboy, promise to be good for them. Okay?"

"O-K!" Robotboy cheered, "Goodbye, Professor…" he spoke, hugging Moshimo.

"Oh, it's not forever, my Robotboy. We will see each other often, of that you can be sure." Moshimo returned the hug as he stood up and motioned Robotboy to go over with Noel and Jenny.

"Where will you go?" Noel asked.

"I have a hidden sanctuary in the arctic where I can hide and stay safe," Moshimo noted, "It will be nice to stay somewhere I know won't be invaded by a short angry man." he laughed, "Maybe I can finally start a social life as well." he mused with a laugh as he pulled out a remote and pushed a button as his lab equipment and machines began moving on their own and folding in and shrinking until eventually his entire lab now fit inside of a large briefcase, "It's so hard to meet people when you have the fear of a little egomaniac bargaining in and ruining the mood."

"Good luck, professor," Jenny noted.

"Thank you, Jenny-san," Moshimo replied, "And good luck you all of you as well."

* * *

"Can all car go fly?" Robotboy asked as the sun began to set over Bellwood, looking out the passenger window in his backpack.

"Not all of them. Just when Jenny carries them or if they're made to fly," Noel noted as Jenny landed the car in the driveway.

"Ahh."

"You'll get used to it," Jenny replied as she opened the door for them.

"Ready to meet everyone, Robotboy?" Noel asked.

"Yes," Robotboy replied as he closed the top of his backpack and Noel put it on while Jenny pulled out several dozen bags from the trunk and back seat.

"I think we broke our budget," Jenny noted, "But with all the cute things...It was worth it."

"Hai!" Noel beamed, "Hopefully, the others will like the gifts we got them."

"I hope so," Jenny nodded just as Noel opened the front door.

"Tadaima!" Noel greeted as the two walked in.

"Ahh Noel. Welcome home a-" Kajun began before noticing the backpack, "...You bought a backpack?"

"Hmm?" Noel blinked, "Oh! Well...actually he's a gift from a nice old man we met."

"Yup. And said nice old man actually followed in my mother's footsteps," Jenny added.

"...Beg pardon?" Kajun blinked, her Science Mode starting to flare up...which Mai quickly took notice, _'...Oh don't tell me...did...did they meet _him_?!'_

"Hai," Noel nodded as she took her backpack off and put it down on the floor, "Come say hello, Robotboy."

Robotboy shook the backpack before opening the top, "He-llo..." he greeted before looking up at Noel, "Nice ladies?"

"Hai. These are my friends, Mai and Kajun," Noel replied with a soft smile.

"Ahh…" Robotboy nodded as he looked back at the two, "He-llo Ma-i, Ka-jun."

"Oh my god, it's adorable…" Mai and Kajun gawked.

"Isn't he just precious?" Jenny giggled, "And while he may not look like it, he also has a combat mode."

"Combat...mode?" Kajun slowly repeated as Mai made motions of telling them to stay quiet and not explain further.

Before anyone could continue, the door swung open, revealing Makoto...wearing a Kaka Clan outfit instead of the one she had gone out in. Jenny blinked several times in confusion.

'_...I KNEW SHE'D LOOK ADORABLE IN ONE!'_ Noel mentally squealed as she quickly took a few discreet pictures.

"...Uh...Ma…" Mai began.

"Don't ask. Just...Just don't," Makoto replied, her ears twitching in annoyance.

"He-llo," Robotboy greeted, earning her attention, "No-el, nice lady?"

"...Noellie, who is this adorable little robot?" Makoto asked.

"Robotboy," Noel answered, "Robotboy, this is Makoto."

"Ahh...He-llo, Ma-ko-to," Robotboy greeted with a smile.

"She's taking care of him for a nice doctor that's following in my mother's footsteps," Jenny explained before Makoto could ask her next question.

"Alright," Makoto replied before tugging at her jacket, "And if you'll excuse me, I need to go get outta this. Also, good news is that Ben no longer has to fear for getting a harem of feline gals." she walked by, patting Robotboy on the head with her tail, "And welcome to our little group, little guy."

Robotboy giggled as he watched the nice squirrel lady walk away, "No-el, she was a ve-ry nice squir-rel lady."

"...Wait. What did she mean by that?" Mai asked.

"Hmm?"

"About Ben not having to fear of getting a harem of feline girls...which most likely is the Kaka Clan," Mai clarified.

"...M-Maybe…" Noel began in an excited tone, _'Romance! I need my notebook! I need many notebooks! ROMANCE!'_

"Taidaima," Tsubaki greeted once she opened the door, "Well, today was certainly...something…" she looked down at Robotboy, "...Jenny?"

'_Uh oh...Oh, please let her let Robotboy stay…'_ Noel pleaded.

"A scientist is taking up Mom's profession and this is his first one that's working," Jenny replied as she picked up Robotboy, "Tsubaki, meet Robotboy. RB, this is Tsubaki."

"He-llo, Tsu-ba-ki," Robotboy greeted, "Pro-fess-or is let-ting me stay with No-el and Jen-ny to learn many things."

"...Oh my god, you are just precious…" Tsubaki faintly squealed before quickly clearing her throat, "I...I see. Well...I can assure we will do our best to help you in your pursuit of learning…" she instantly pointed towards Kajun, "And don't you even think about it, Kajun Faycott."

"Eh?"

"I mean it. You even think about 'examining' this precious little boy, I will lock you in your room until you burn through Science Mode," Tsubaki warned.

"Oh like I could be l…" Kajun began before Tsubaki tossed a black and green ball at her that opened up into a net and engulfed Kajun.

***BZZZZRT!***

"Blaaaarg…" Kajun groaned from the net as she fell over.

"First lesson, if she has a glint in her eye that makes everyone else feel uncomfortable, throw that ball I just threw at her," Tsubaki informed.

"Okay, Tsu-ba-ki," Robotboy nodded, earning another soft squeal from her before she cleared her throat.

'_...We need to keep her away from Robotboy,'_ Jenny thought as Noel blink owlishly at Tsubaki's surprise attack.

"We're good here," Mai gulped as Tsubaki gave her a glare.

"We better be," Tsubaki warned before giving Robotboy back to Noel, "Now if you need me, I need a shower after today."

"Oh...okay," Noel nodded as Tsubaki walked off, brushing a bit of her hair out of her face.

"No-el, she was a nice lady," Robotboy noted with a smile.

"...h-hai. She is," Noel nodded, _'I love the past.'_

* * *

_GT: Well, we now have a new resident. And it's a boy this time._

_SZ: Eeyup...an adorable little boy you do not wanna anger...or harm when Noel and Jenny are nearby…and Makoto…and Tsubaki...ESPECIALLY Tsubaki._

_GT: She be the momma bear in the house. Which is why she did that to Kajun._

_SZ: Eeyup...speaking of Tsubaki, it's her turn as we end this little mini arc with her._

_GT: Yep. We all know what happened with Ben and Rook on Peptos XI, so we'll be avoiding that since it'll play out as it did. Meaning that Tsubaki is up next._

_SZ: Yup, so onwards!_


	29. In the Day of: Tsubaki

_GT: It's the final chapter of this arc._

_SZ: Hai, so let's see how Tsubaki dealt with her day while the others dealt with their own adventures. We own nothing but original content, so...someone start us off!_

_Z0: Bwahahahaha! *aims at and shoots energy blast at the sun* And out goes the lights *sun explodes leaving us in total darkness* _

_SZ;...dang it. Oh and before anyone ask or makes assumptions...the new characters shown in this chapter are an exceprt/based on a certain series. it doesn't mean we're adding that series..just a sorta reference and excerpt/based on sorta thing._

* * *

"Greetings, Ms. Yayoi," a Plumber Agent greeted as Tsubaki walked by, a clipboard in hand as she walked through Plumber's HQ.

"Agent Jackson," Tsubaki greeted, focused on her clipboard.

After the events that took place a week back on Galvan Prime, she and the others were given a week off to relax and enjoy themselves. She, however, decided to spend her time off helping Ben's grandfather run things at HQ while she was off the field...and make sure everything was in proper order. She already had the Resource Department tell Noel about a certain overexcited scientist friend of theirs about a new certain...project she was working on.

"Okay...Send someone to deal with Kajun before she goes too overboard? Check…" Tsubaki whispered as she crossed some stuff off, "Make sure Blukic and Driba don't blow up the lab again? Check… Properly sort paperwork for Patelliday? Check… Now what else…"

"Hah!" Max shouted from his office/kitchen as the sound of fighting could be heard, "Ooh, nice and fresh just like I love my stir fry!" at that, the sounds of shooting could be heard as a horrible screech followed by silence indicated whatever it was...was now his lunch.

"...So glad I sent Noel the opposite direction," Tsubaki muttered before looking back at her list, "Let's see...oh. Check the computers and see if anything is happening on the surface and Undertown."

"Man, she's really been working hard lately," Jetson noted nearby as Tsubaki walked up to the main computer.

"No kidding. You'd think she'd take advantage of having a week off," Wilhelm added.

"These girls from the future really take their work seriously. But none more so then Tsubaki. She'll become our boss in no time at this rate," Jetson nodded.

"That is if Magister Tennyson is secretly training her to be one," Wilhelm guessed.

"If that's true, you'd think…"

"You know I can hear you two, right?" Tsubaki spoke, her gaze focused on the screen as she typed away at the keyboard.

"GH?!" the two tensed as they ran for it.

"Hah…" Tsubaki sighed, "Well...it's still a better place to work, then back home."

"Ah Tsubaki. Perfect timing," Tsubaki looked over to see Max approach her, cleaning his hands from finishing his meal, "I had a feeling you'd be working at the main computer."

"I just wanted to do something to pass the time is all."

"Hah...oh I know the feeling, kiddo," he sighed, patting her shoulder, "In that case, maybe I got something better for you to do. Come with me. I need someone who can whip some new recruits into ship shape and can't think of anyone better for the job."

"Really?" Tsubaki asked as she stood up.

"Yes," Max nodded as he began to walk off, Tsubaki following behind him, "All of them are recent graduates from the Academy that wanted to come to work on Earth. If there's anyone that can help whip them into shape and make them a proper team, it's you."

"Why thank you, Magister," Tsubaki thanked.

"Though I do have to warn you that this will be a bit hard," Max advised.

"...Not to sound a bit arrogant sir, but I've dealt with Makoto, Noel, Mai, and Kajun back at the Academy we went to, and after coming here, the same applies but with Ben, Rook, and Jenny added into the mix," Tsubaki stated, "I am pretty sure I can handle some trainees."

"...Alright. Just...promise me you won't freak out when you see one of them," Max chuckled, earning a raised brow from Tsubaki as the two approached the training room.

"Whatever for, sir?"

"One of them is an Ursidaean subspecies known as a Melanoleucan," Max replied.

"Ah. Ursidaeans...They're from the planet Ursaeus Prime if I remember correctly," Tsubaki recalled as she pulled out the ALDB, "Let's see...Melanoleucan…should be right..."

"Yo, Magister T! Glad I found ya!"

"Hmm?" Tsubaki blinked as she looked over...only to tense up when she saw a humanoid panda wearing a red Proto-Armor running over, "?!"

"Hey. I know you said not to leave the training room, but I was feeling a bit peckish and headed for the cafeteria," the panda said to Max before whispering to him, "By the way, you may want to restock on the dumplings…"

'_P...P…p-p-p-p-p-p-p-p-p…' _Tsubaki mentally stuttered, the red-head trying her best to not absolutely freak out right now.

"Aw, It's fine. I was just bringing the person that's going to help instruct you and the other trainees," Max chuckled before patting Tsubaki's back, startling her out of her state, "Tsubaki Yayoi. She recently graduated from apprenticeship under my grandson, but is more than ready to be an instructor."

"A-ahem! Y...yes. I will make sure y-" Tsubaki began before she was suddenly lifted up, "?!"

"You were Ben Tennyson's apprentice?! Awesome…" the panda awed, "Do not worry. I will do my best to make sure I don't fail you!"

"...A...n...noted…." Tsubaki said with a strained smile...while mentally screaming and begging to be let down, "A...ahem! And what is your name…?"

"P'li!"

"A...pleasure, P'li. Now...if you'll please put me down?" Tsubaki asked, _'Don't freak out, Tsubaki. Don't freak out...be _calm _and _professional._'_

"Hmm? Oh! Eh heh...sorry," P'li chuckled as he put Tsubaki down, "I hug when I get excited."

"Duly...noted," Tsubaki whispered, dusting herself off, "Ahem. Now...let's go meet the other rookies."

"Sure, though I should tell ya though...these guys from what I've seen at the academy are experts," P'li chuckled.

"It's true. I turned on the training program for them and...well…" Max began as he opened the door to the training room, "Observe."

"?" Tsubaki raised a brow at that as she peeked inside...before her eyes slightly widened as she saw five aliens of various species working out in the training room...and were passing the program set up with ease.

A pair of robots charged ahead, only for claws to tear through them with a roar from their owner. Said owner was a female Apopplexian wearing a red and gold Proto-Armor. A gold Arachnachimp wearing a crimson Proto-Armor jumped onto her shoulder and off it, firing some webbing into the face of two more robots before deploying a staff version of the Proto-Tool and quickly used it to smash them apart. Artillery guns fired stun round rapidly at a small green blur before tiny balls of slime hit the guns, causing them to explode. The blur halted, revealing a pale-green mantis-like alien barely eight inches in height wearing a dark-green Proto-Armor with an antennae that looked familiar to Tsubaki.

"He's a subspecies of Ben's Ball Weevil form," Max explained, seeing the pondering expression, "Came into being on Aranhaschimmia when Ball Weevil's species arrived on it."

"Ah…" Tsubaki nodded before watching a slender, human-sized, female snake-like alien in a light-green Proto-Armor with arms ending in snakeheads and a pair of flowers on the sides of her head use a Proto-Tool in a whip configuration to strike and tie up another robot and used it to smash several others, "...Wait...Tiger, Monkey, Mantis, Snake…"

A pair of blades shot by her, making her tense a bit as what looked like a thinner, more crane-like variant of Kickin' Hawk's species in a dark-blue and whilte Proto-Armor deflected the blades with ease with the wings on his arms.

"...And Crane… Tsubaki finished in her notes, "...Five diffrent martial art fighting styles."

"How awesome are they, huh?" P'li asked in glee.

"Alright you five, I believe that's enough," Max spoke as he pulled out a remote and pressing a button, causing the training program to shut down, "Now gather around. I have your instructor ready for you."

"Yes, Magister," the five complied as they gathered in a straight row.

"P'li," Max spoke.

"Huh? Oh! Oh! Right," P'li chuckled sheepishly as he ran over to the row and stood at the far end by the Arachnachimp.

"Tsubaki?"

"Hm? Oh yes," Tsubaki nodded as she stepped forward, "Greetings. I am Tsubaki Yayoi, and I will be your instructor for the time being. I know who..." she quickly held back a shudder, "...P'li is, but I do not know the names of the rest of you. Please, identify yourselves."

"I am Dasheng," the Arachnachimp introduced with a bow, "A pleasure, Instructor Yayoi."

"Vipresss, daughter of King Kobura," the serpent greeted with a bow of her own, "A pleasure, Instructor Yayoi."

"My name is Qrow. It's nice to meet you, Instructor Yayoi," the crane-like alien greeted.

"Name's Ma'antis," the insect-like alien informed, "Good to meet ya."

"My name is Razorclaw," the Appoplexian replied, giving a bow, "We are in your care, Instructor Yayoi."

"Ahh...a pleasure to meet you all as well," Tsubaki nodded before saluting to Max, "I promise I will not fail you, Magister Tennyson." _Even if I have to also work with a...being of monochrome evil…'_

"Excellent," Max grinned, "I'll be leaving you in her care, everyone."

"Of course, Magister," the six nodded...with P'li nearly stumbling for a moment just as Max was leaving.

"Ok, let's see what I have to work with…" Tsubaki whispered as she grabbed a nearby digital notepad, "Okay...Razorclaw...oh. You've excelled in most of your classes and taken an extensive mental training...That does explain why you're not shouting at me constantly like Ben does to everyone as Rath."

"Yes. My teacher helped me with learning how to control my constant anger," Razorclaw replied, "Though now that you've brought him up, I have to ask if he's even aware that Appoplexians consider not wearing clothing a great shame?"

"I beg your pardon?" Tsubaki blinked at that.

"I still say it's a glitch in that Omnitrix thing," Qrow noted.

"All I can say is that if he is aware, he probably doesn't care and finds it hilarious," Dasheng snickered, earning a growl form Razorclaw and immediately stood at attention, "Sorry."

'_...So all this time...Ben has been fighting as Rath in...in the…the n...no no, Tsubaki. Stay focused,' _Tsubaki thought, pushing that image in the back of her head as she looked back at the notes, "Qrow, you got into the academy after being the janitor for several years through getting the flag in the hardest, near impossible, course?"

"Needed a little confidence was all," he chuckled sheepishly, rubbing an arm while trying not to look at anyone.

"Ahh...Well, confidence can go a long way and bring out someone's hidden potential," Tsubaki nodded, "Dasheng, I have to admit, I'm startled you were able to graduate with this many detentions. ...How did you even do that to Instructor K'halil without any webbing?"

"How indeed," Dasheng chuckled.

"He stated in the dining hall the very next day that he'd never tell until someone guessed it right," Ma'antis deadpanned, "So far, it's not melting a rubber ducky, bribing someone else, blackmailing someone else, bribemailing someone else, using the Null Void Projector and then another one set to go to another dimension to bring another him to do the deed with him, hypnosis, sleep hypnosis, paid Ma Vreedle to do it discreetly, traded private information to Vilgax, blackmailed Vilgax, blackmailed Ma Vreedle, blackmailed Ma Vreedle _and _Vilgax, and got so drunk he can't remember it are all wrong. Though it did let him skip a year."

"...I'm honestly afraid what he and Makoto could accomplish," Tsubaki whispered to herself before looking back at the notepad, "Vipresss...You were recommended by your father, King Kobra, and took down an invading Tetramand wearing Taedenite armor when you were twelve using ribbon dancing?"

"Anything can become a weapon with enough practice," Vipresss shrugged.

"Just ask Dasheng, P'li, and Ma'antis," Qrow chuckled, making Vipresss blush.

"It was so awesome getting tied up like that!" P'li exclaimed, "Even when the blood rushed to my head and I nearly blacked out, it was still so awesome seeing her awesome ribbon dancing technique!"

"I see...interesting," Tsubaki noted, _'Ribbon dancing technique...I had heard rumors of a troupe with their leader a master of it back in my time...perhaps...n-nevermind. Moving on before I lose focus,' _she thought before looking back at the notepad, "Ma'antis…"

"That's me," Ma'antis spoke.

"It says here before coming to the academy, you had been captured by bandits and was kept in a cage for days and forced to stay still without being able to use yoru species special talent," Tsubaki noted, "How were you able to escape?"

"Oh that? Simple really...I just played dead and tricked those guys into opening my cage."

"...Really?"

"Yeah. Though to be honest...would not think of it because I used to be a really impatient guy," Ma'antis shrugged, "After a few days passed, I pretty much entered a trance-like state and surveyed the world moving faster than me, giving me some time to devise an escape plan."

"An...um...interesting way to learn patience, I suppose," Tsubaki sweatdropped before looking back at her tablet, "And finally...P-P'li."

"Hey," P'li waved.

"It says here you…ended up failing most of your classes aside from cooking...and passed the close-range combat course…" Tsubaki muttered, blinking a few times to make sure she read that right, "H...how…"

"Oh that? Heh..Magister T saw me one day at the ol' academy and decided to give me some pointers," P'li chuckled, "It was so awesome, but very hunger-inducing. Seriously, I still have phantom stings from the taser bo he used when I tried to get a bowl of soup he was guarding…"

"...a...and the cooking classes?"

"Oh, I was raised in an intergalactic noodle shop," P'li replied, "Just coasting from planet to planet, selling all kinds of noodles from Terran ramen to Vok antimatter stir-fry. Always had to wear hazmat suits for their orders."

'_...I...I don't...wh...no no, Tsubaki...if Magister Tennyson trusts him..you….c-can too…' _Tsubaki thought, holding back a shudder before clearing her throat, "Duly noted…Now then you six, if we are to be working together, I have a few simple rules to be followed. One; stay focused on the task at hand unless something dire comes up. Two; make sure to have things straight and orderly. And three; stay close to your assigned team mates and follow the group leader's lead."

"Yes, Instructor," everyone replied.

"Good. Now…" Tsubaki began before something popped up on the tablet, "Ah...perfect timing for a field test. It seems we have two escaped criminals located in the forest mountain near Bellwood. Vulcanus and Dr. Animo…wait..." she blinked she took a better look, _'How...how does he keep esca…Chadzmuth...ugh…of course. The one Galvan not at all interested in science...chose to study how to abuse the galactic legal system.'_

"Dr. Who?" Ma'antis asked.

"Dr. Animo? As in Doctor Aloysius James Animo?! That's one of Ben Tennyson's oldest arch enemies!" P'li gasped, "He's a former researcher of veterinary science that got cut short when it was discovered that he was performing twisted genetic experiments on animals. Five years of hiding later and he became a geneticist who developed technology that mutates animals! He's been in jail over a hundred and seven times! One more and he gets a free extra treat every mealtime during his next capture."

"That is very well detailed and accurate. Good work, P'li." Tsubaki muttered, "Well, it's good to have a member of the team who has read through the prisoner files."

"Yes…'cause that is exactly what I did," P'li spoke, "Not look up all things pertaining to Ben Tennyson out of fan obsession at all…" he whispered that last part while covering his mouth.

"...Well regardless, your first test out on the field involves recapturing both Vulcanus and Dr. Animo...And luckily for the former…" Tsubaki began as she tapped the notepad, causing a holographic window to appear and show said Alien villain out in the woods, "He tends to stand out when it comes to his...ahem...'projects.'"

"Like his illegal purchase of Earth to terraform two years ago?" P'li asked.

"Yes. That was indeed a difficult issue to overturn I hear," Tsubaki sighed, "But thankfully, these are among the least...stealthy inmates we have. Finding them is always the easy part as per Ben's gameplans, but stopping them is always different each time as they never use the exact same concepts twice...just the same enemies to fight."

"Then what shall we do first, Instructor?" Vipresss asked.

"Simple. We observe from a hiding spot near his current base of operations, then devise a plan to deal with him," Tsubaki answered, "Now before we head out, does anyone have any questions or business they need to deal with?"

"Oh oh! Will we be meeting Ben on this mission?!" P'li asked excitedly.

"No. He and his partner Rook Blanko are off planet."

"Ahh man…"

"...Does anyone else have any questions?"

"Yes. Wouldn't it be a good idea to split the group into two so we can search for Dr. Animo?" Razorclaw asked.

"Hmm...A good point, Razorclaw," Tsubaki agreed, "Very well. When we get to the forest, one group will go and find Dr. Animo while the rest deal with Volcanus. With that said, let's move out."

"Yes, Instructor."

* * *

"Come on, you idiots! I don't have all day!" Vulcanus snapped as his grunts were carrying some boxes within a clearing in the woods, "I'm getting a good amount of Taedenite for this job, and my client needs this stuff in contact!"

"!%#!"

"No. Because no doubt that Grim Reaper would butt in and ruin it...and I can't afford another suit! I'm still reeling from the last time Tennyson and his team stopped me," Vulcanus argued with one of his grunts, unaware that he was being observed from some bushes by Tsubaki and P'li.

"A client?" Tsubaki whispered as she observed, "Odd...he's usually in business for himself…what could he be planning?"

"Maybe he's working with Psyphon?" P'li suggested.

'_...Why did I have to be stuck with him…?' _Tsubaki mentally whimpered before quickly calming down, "Psyphon?"

"Yeah. Vilgax's lackey and actually the only organic that will willingly work for him? Got several upgrades a few months back? Currently in therapy due to encountering Toepick?" P'li replied.

"I know who he is, P'li. I just honestly doubt that as-like you just said-is currently in therapy," Tsubaki argued before adapting a thinking pose, "And I honestly doubt it's Animo…speaking of whom..." she turned her badge on, "Razorclaw, have you and your team detected any signs of him?"

=Nothing yet= Razorclaw answered quietly =I have Qrow and Dasheng looking from above while Vipresss and Ma'antis are helping me look from below=

"Good. You're using your teammates' natural abilities to observe every possible angle," Tsubaki noted, "Report once you find Dr. Animo."

=Of course= Razorclaw answered as she cut communications on her end.

"Now P'li, I want you to come with me a-" Tsubaki began before noticing the 'panda' was no longer there, "...oh no…"

"Hey Vulcanus!"

"What the?! Who are you?!"

"...Oh no no no…" Tsubaki groaned as she looked forward, seeing P'li standing half way across from Vulcanus as his minions put down the boxes, _'It's like Ben has become one of the black and white demons from hell!'_

"Oh me? No one special really...just the guy here to whoop your butt," P'li smirked at the robotic-suit Alien, "Qhich should be easy since Ben 10 whoops your butt...well constantly."

"Ha! Li...wait. I'M NOT EASY!" Vulcanus snapped in annoyance.

"Uh...Sure ya are. I mean, ya got blown up several times with the really bad one making you just a head and now you're on a teeny weeny baby body in a mech suit," P'li replied.

"Wh…"

"Teeny weeny."

"Oh, y…"

"Teeny weeny."

"Aw co…"

"Teeny."

"Oh-hoh-hoh…! Why y..."

"Weeny."

"He's gonna get himself killed…!" Tsubaki groaned, mentally hitting her head against a wall.

"...Men…" Vulcanus began as his grunts pulled out pickaxes, "GET HIM! Show him who's the teeny weeny!"

"HOO BOY!" P'li yelped as the grunts leapt right at him, the panda-like alien bracing for impact.

"HA!" Tsubaki shouted as he leapt forward, her sword and shield out as she used teh latter to block the grunts' pickaxes.

"Ahh! Instructor Yayoi!"

"I told you to stay hidden until we had a plan!" Tsubaki snapped before pushing the grunts back.

"Sorry, but...I mean there's not much else to observe," P'li argued.

"Of course there was! Y…" Tsubaki began as she turned to face him, one of the grunts jumping right towards her.

"Ah, look out!" P'li yelped.

"!?" Tsubaki tensed as she quickly turned and blocked the incoming pick ax, "Ugh..nevermind. P'li, you deal with the grunts. I'll take care of Vulcanus!"

"Yes sir...er, ma'am!" P'li saluted

'_Why did it have to be a p-p-panda? I know Magister Tennyson trust him, but...just why~?!' _Tsubaki mentaly complained.

* * *

"Anything you two?" Razorclaw asked as Dasheng and Qrow landed near her.

"Not a thing. For one, we don't even know what this guy normally does," Qrow spoke up, "The only person who really knows what he does on the regular is Ben 10."

"And P'li, who's a big fanboy of Ben 10, decided to go with Instructor Yayoi," Dasheng added.

"Darn…" Razorclaw whispered before noticing Vipresss and Ma'antis returning, "And what of you two?"

"Sadly nothing…" Vipresss shook her head.

"Yeah...unless you count a large furred wing," Ma'antis added.

"...What?" Razorclaw asked.

"Yeah. It was big and, well, furry," Ma'antis replied.

"...Impossible. Th-" Razorclaw began before a howl was heard, "...We're not alone…"

The other four tensed as they all got into a fighting position with her, standing ready as they carefully examined their surroundings. A few moments passed as wind calmly blew through the area, causing some nearby bushes to rustle…before some blurs flew straight out of them and right towards the five.

"Dodge!" Razorclaw shouted.

"Got it!" the other four compiled as they all jumped out of the way of the blurs.

"Just wh…" Qrow began before he got a look at the blurs, "...A…are those...Earth wolves with furred eagle wings and tail?"

"That...that should not be able to fly…" Dasheng muttered.

"It really shouldn't...It's a defiance of nature and aerodynamics…" Qrow rambled.

"This must be Animo's work," Razorclaw spoke, "Takes these things down!"

"How literal should we take that?" Qrow asked before gulping at the glare he got, "Right. Interpret as you wish."

The eagle-wolves growled before leaping at the group of five once more, letting out screeching howls with talons stretched out to eviscerate them. Two leapt right towards Vipresss, only to miss as she swerved out of the way before knocking them back with her tail. One tried to constantly claw at Ma'antis, only to miss each time as he zipped around it and left small strikes with each pass. It tried to swipe at him once more, only to tense for a moment as it slowly fell to its side.

"Heh...and people say you can't use acupuncture to fight," Ma'antis smirked a bit.

"How can you fly?!" Qrow demanded as one flew after him through the trees, "You shouldn't be able to with that structure!"

"Is now the time to be questioning stuff like that?" Dasheng questioned, jumping onto a nearby branch as one eagle-wolf tried pouncing him.

"Yes! Because this shouldn't even be possible!"

"Let it go!"

"No!"

"Will you two focus!?" Razorclaw snapped, doing a roundhouse kick on an approaching eagle-wolf as she reached for her communicator, "Instructor Yayoi, we've engaged with Dr. Animo's creations"

=Already? What are they like? His themes are very indicative of what he's up to=

"From what I can observe…" Razorclaw began as she drove her elbow into a eagle-wolf's face, "They seem to be a mix of Earth wolf and eagle."

"Which I still say is impossible!" Qrow complained as he dodged another lunge.

=Wolf eagle...Oh, he's copying Silverbolt!= Tsubaki realized, =Ugh, there's no big elaborate scheme. He's just being petty and trying to get Ben's attention…=

"You have got to be kidding…" Razorclaw muttered.

=I wish I was, but I think you'll find all these evil masterminds and warlords Ben has locked away...are less after a means to conquer the world...as much as they just want to get revenge on Ben who's too busy dealing with the actual Masterminds and warlords out to conquer the known world…=

=She's not wrong! It's arch nemesis 101!= P'li laughed in the background.

=ARE YOU TWO SERIOUSLY IGNORING ME?!= Vulcanus snapped.

"...Is everything okay, Instructor Yayoi?" Razorclaw asked.

* * *

"Yes. Everything…" Tsubaki began before using her shield to block Vulcanus' fist, grunting a bit from the force "...Is just peachy! Just focus on your mission and find Animo!"

=Understood= Razorclaw replied before hanging up.

"Come on, Teeny Weeny! Over here!" P'li shouted, waving at him with both arms.

"I'm getting real tired of you!" Vulcanus snapped, "Get over here, you donut eating Red spot!"

"Oh a donut sounds so good right now," P'li sighed before yelping as he ducked under a punch, "Can't Touch this!" he cheered, kicking his legs up and ducking under another swing before bouncing up and back onto his feet.

"What the!?" Vulcanus blinked as he landed a punch to his stomach...as the force seemed to ripple through his body, his arms swinging up and forward as he punched back and the force was translated back into Vulcanus sending him flying, "AUGH!"

"What?" Tsubaki blinked a few times.

"That tickled!" P'li laughed.

"...What just happened?!" Vulcanus snapped as he shot up.

"Well, you bopped me and got bopped twice as hard," P'li replied, "Did you get short-term amnesia from that?"

"...why you...?!" Vulcanus growled as he charged and punched him again in the stomach...which resulted exactly just like before, "GAH!"

'_...Is...Is he using his body to reflect the force of the damage?' _Tsubaki thought as she watched P'li fall over in laughter.

"Oh! Oh, I'm g-gonna pee-e-e-e~!" P'li exclaimed in his laughter.

"STOP LAUGHING!" Vulcanus snapped.

"...Maybe…" Tsubaki whispered before using her shield to block a grunt's pickaxe, "P'li, keep him distracted! I'll take care of the stragglers!" she added as she pushed the grunt back, using her sword to slice their pickaxe in half.

"Huh...oh! Can do, instructor!" P'li nodded as he got into a stance, "I'll take care of Teeny Weeny here!"

"Grr...DON'T YOU MOCK ME!" Vulcanus roared as he charged once more, throwing his fist out at the Panda-like alien once more.

"Oof!" he grunted as he was sent flying, only to bounce off a tree and bodyslam back into Vulcanus.

"What are you!?" Vulcanus snapped, "Some kind of sentient bouncy ball!?"

"I mean my race is covered in a layer of shock absorbing fat…" he muttered, patting his stomach, "It's always been kind of a complex...I mean am I big boned, husky...Is it a genetic thing?" he rambled before laughing as he was punched again, each one just causing his body to ripple.

"Just go down already!" Vulcanus snapped as he punched one last time into P'li, only for him to take a deep breath...and his stomach seemed to suck in Vulcanus's arm, "Oh...oh no…"

"Oh yeah," P'li smiled as he let go of the breath as his stomach expanded and shot the escapee away and through several trees.

Vulcanus roared as he skipped literally head over heels a few times before face planting into a large tree, he groaned as it slowly cracked and fell over...forward leaving him pinned under the tree now. P'li blinked looking around as if unsure he actually just did that before adopting a victorious smirk as he raised his hands up.

"...Ahem! G...good job out there, P'li," Tsubaki muttered, putting her sword away as she approached one of the boxes, "Now then...Let's see what inside these boxes…"

"I got it," P'li offered as he hurried over, grabbing one of the grunts' pick axe and used it to pry the box opened...to reveal a slew of different weapons, "...woah."

"...These are level 5 to level 8 tech…" Tsubaki whispered as she examined them, "They even looked like they were recently repaired…someone is trying to set up a war...but who?"

"Uh...does this help?" P'li asked as he held up one of the guns, revealing an insignia of sorts.

"...The Incursean Empire…" Tsubaki whispered with wide eyes...before shooting a glare at Vulcanus as he tried to move, "Why were you transporting such dangerous weapons to the Incurseans?"

"Ha! Like I'd tell you!" Volcanus laughed.

"...P'li, sit on him."

"Huh?" P'li blinked twice.

"Wait, what?" Vulcanus blinked at that.

"Your limbs are unable to move, and you currently can't reach the eject button…" Tsubaki stated in a serious tone, "Unless you tell me what exactly the Incurseans are planning, I will have P'li sit on you…"

"Uh, can I get a second opinion?" P'li asked.

"...Y...you don't scare me…"

"The weapons you have here are enough for a world-wide war or invasion...if you refuse to comply, I will see to it that you're locked away for aiding and abetting war criminals."

"...S-so? I can have Chadzmuth help bail me out."

"Actually, he's working on a very big case at the moment," P'li noted, "Apparently, this one Vok is suing Sentinel Magnus of Cybertron over something and abducted Chadzmuth for it. Seriously, have you met a Vok? You just don't say 'no' to those guys if you don't have the might to fight 'em or outsmart 'em."

"Tracking one of the most hated Lawyers on Plumber records as well? Excellent," Tsubaki complimented.

"Yep! Totally. That's exactly what I was doin'!" P'li beamed before whispering to himself behind his hands, "Totally not looking up guys that have caused Ben 10 tons of problems over the years that might could do zip about…"

"...So Vulcanus…" Tsubaki began as she leaned down to look at him in the face, "What will it be? Will you comply, or no?"

"...I...I'm still not saying anything…" Vulcanus muttered.

"..."

"...Why are you staring at me like that? ...Why do I feel like I got in trouble with my mom?"

"..."

"...Seriously lady, cut it out. It's starting to freak me out…"

"..."

"Huh? What's happening?" P'li pondered.

"S-Seriously! Stop it! I am starting to freak out here!"

"..."

"...Okay, okay! Truth is I don't know! They just told me to transport these weapons for them in exchange for a ton of Taedenite!" Vulcanus finally caved in.

"And?"

"...And I was gonna try and backstab 'em into paying me more!"

"And?"

"...I was the one who took the last pudding cup during prison lunch and blamed Liam for it! Just please stop giving me that stern look! Just please stop~!"

"Wow! What did you do to make him crack?" P'li asked.

"Nothing. Just a simple stare is all," Tsubaki answered as she stood back up while pulling out her Plumbers Badge, "Magister Tennyson, we captured Vulcanus and learned he was transporting some highly illegal weaponry to the Incurseans."

=The Incurseans? We'll need to look into that= Max noted =More than likely, they were the reason behind his escape this time=

"More than likely…" Tsubaki nodded as she stepped away, her back turned towards Vulcanus and P'li, "However, it seems they didn't tell Volcanus what they were planning on doing with the weapons, so we're still in the dark about that."

=I see...and what of the trainees?=

"P'li is with me while Razorclaw and her team are dealing with Animo's latest creations...which ended up being wolf and eagle hybrids...most likely based on Silverbolt."

=It was always a gamble showing Animo that feather. Though now it's got me curious. See if you can bag one so I can cook it later. ...No, wait. Make it two. Noel would probably like to cook with it as well=

"Magister…"

=Still, I'm glad you're getting along with P'li. Was a bit nervous considering your phobia= Max noted.

"Wh-What? Phobia? What phobia? I don't have a phobia. No, not at all. Not me," Tsubaki quickly denied, "Just a healthy aversion and awareness of the evil and vileness within those things."

"...Yeesh. That is the most passive aggressive denial I've ever heard…" P'li cringed, "...Wait. She's not scared of noodles, is she?" he raised an arm and sniffed his pit, "No, I showered this morning, so I shouldn't smell of them…"

"...A-ahem! I'I'll give Razorclaw a call and see how she and her team are doing…" Tsubaki muttered.

=Understood. Contact me when you apprehended him=

"Of course. Tsubaki out," Tsubaki replied as she tapped her badge, taking a slow deep breath.

"...Wait. You're not afraid of dumplings, are you?" P'li asked as he pulled one out, "If so..who can be afraid of dumplings? They are a gift from the Celestialsapiens…"

"...No, P'li. I'm not afraid of Dumplings...and I don't have a phobia," Tsubaki sighed as she turned around.

"You sure? Because I…" P'li began as he walked over...and tripped over one of Vulcanus' arms as he fell over, sending the dumpling into the air, "WOAH!"

"Huh?" Vulcanus blinked as it looked up, seeing the dumpling in the air before it fell into an opening in his suit, "?!"

"Oh geez! Sorry!" P'li apologized.

"You idiot! I can't get anything stick in my s-!" Vulcanus began as he suit began to twitch and sputter...before the back opened as he was ejected out of into and flew into the distance, "AHHHHH! Wait...FREEDOM!"

"..."

"...oops."

"...Oops…? Oops…?" Tsubaki began, blinking a few times as she began to chuckle...in a rather uncalm manner.

"...uh…Instructor Yayoi? Are...you okay?"

"You...you let him escape…" Tsubaki whispered as she continued in her unsettling chuckling, "I was hoping to interrogate him further for anymore information on the Incurseans...and you ended up letting him escape…Not just that...you also disobeyed me earlier when I told you we needed to observe before we take action..."

"...Ohh...I am getting Magister Arnux after Dasheng caused that statue of Magister Tennyson to be knocked over and crush his office at the academy because I asked him how big he could make his ProtoTool's Staff Mode get vibes," P'li gulped, nervously poking his pointer fingers together.

"I...I tried to give Magister Tennyson the benefit of the doubt when he assigned you to my care...I thought it was gonna be easy...but no...never...NEVER have I met ANYONE so incompetant or clumsy in my entire life!" Tsubaki snapped in pure anger, "I thought it was gonna be like with Makoto and Ben, but no! Your first day on the field and you let the villain escape before we could get any further information out of him! And all you have to say to that is...is 'oops'?! I….I was right."

"Huh? Right about what?"

"You...pandas are nothing more than scourges on life itself!" Tsubaki snapped, "So here's what is going to happen, I am going to go meet with Razorclaw and her team, and you are going to stay here!"

"What?! B-"

"No buts! I've tried to remain calm, but you...you ruined that and I will see to it you are returned to the academy you monochromed, acid spewing, flesh rendering, doll-eyed, razor fanged ursine from the ten rings of hell!"

"...Wait, how did you know I threw up acid for a few days after I tried to eat some noodles a Vok ordered?"

"AHA! SEE?! You're further proving my point that pandas are the living embodiment of evil!" Tsubaki snapped, pointing an accusing finger at him before she turned her back towards him.

"...Oh I get it now...you're afraid of pandas, aren't you?" P'li realized, earning silence from the red head, "...One hurt you pretty bad, didn't it?"

"What? NO!" Tsubaki denied.

"Disfigured toy doll given as a present and you couldn't get rid of it and had to sleep with it for years with its creepy stare?"

"No!"

"...Right. Uh...me neither…Just guessing," P'li noted while glancing away for a few awkward moments, "...Bad, cheesy documentary as a kid?"

"..."

"Ahh…I bet I'm right, aren't I?"

"...chocolate."

"Hmm?"

"It was Halloween...I put my bag down for a moment to get a drink...and when I got back...a Panda Beastkin ate my entire bag."

"...A panda ate your candy as a kid?"

"IT WAS CHOCOLATE~!" Tsubaki actually whined for a moment before calming down, wiping some tears from her eyes, "P..pretend...pretend you…*sniffles*didn't hear that."

"Nah it's fine...I get it," he sighed, "If someone took my chocolate as a kid, I'd be traumatized for life, too...I mean it's chocolate, sweet...wonderful...rich…" he rambled before slapping himself, "Sorry, I lost myself there. Don't know if ya noticed, but I'm kind of a foodie."

"I...noticed…Ahem! Wh-what's your point exactly, P'li?"

"Well besides the fact you don't like me 'cause I look like a panda...we aren't so different." he smiled, "Yeah I goofed up bad...and trust me, I'm kicking myself pretty bad as is, and everything you said isn't wrong…"

"Why aren't you upset?" Tsubaki asked.

"Eh, I've always been a screw up," he shrugged, "I'm not upset when I get told what I did wrong...I'm more nervous when no one criticises me at all." he explained, "It means you care enough to tell me so I can do better."

"...I...ahem. I suppose that is true somewhat, yes…" Tsubaki admitted as she cleared her throat, "When I'm assigned to a team, I make sure they're able to accomplish the task at hand with their given abilities…"

"I promise to try and not goof up next time," P'li added.

"At least unlike Ben, you don't have that stubborn pride and can own up to a mistake," Tsubaki sighed, "...ahem. Come on...let's hurry and meet with Razorclaw and her team. Hopefully they'll have wrapped things up on their end."

* * *

"That should be the last of them," Razorclaw muttered as she and her team looked down at the downed eagle wolves, "And yet no sign of Animo…"

"Not really...these things just ambushed us. Like they were waiting in the trees for someone...anyone..."

"Hmm...Ya think Magister Tennyson would want us to bring some back?" Ma'antis asked, "I mean, I've heard the guy's got one strange appetite for a Terran."

"Who in their right mind would eat one of these?" Qrow asked.

* * *

"ACHOO!" Max sneezed, causing him to drop the metal pole he had been holding and letting the thing on the other end flee, "...And I just caught that for my Xeno Cuisine tonight."

* * *

"Ah-choo!" Noel sneezed.

"Bless you, Noel!" Jenny called out from under the car.

* * *

"I just got a shiver up my back…" Tsubaki mumbled.

"Hmm?"

"Nothing, P'li. Just...slightly mentaly worry is all," Tsubaki assured.

* * *

"Well, might as well call these in for pick…" Qrow began before squawking.

"What happened?" Vipresss asked before hissing.

"What?" Dasheng pondered before tensing.

"Oh come on. What's wr…" Ma'antis began before yelping.

"What are you all d…" Razorclaw began before quickly catching something while spinning around, revealing the object to be a dart, "A dart?" several thuds made her turn around to see the other four passed out with the same dart on them, "An ambush?!"

"You thought that was all there was, didn't you?" a voice laughed, "But you are wrong!"

Razorclaw snarled before dodging another dart. Several more followed after her as she quickly used a tree as a target for them by running up it and flipping over the darts. She spun around before crying out as a red blast struck her, causing her to collapse.

"Did you need to cut me off?"

"I was getting tired of the flipping…" a familiar gravely voice responded, "Though it is interesting. An Appoplexian that doesn't just roar and punch everything. If they were not needed for something of greater importance..." Khyber picked up the outcold Razorclaw by her head, "...I'd enjoy hunting them, starting with this one."

"Do you just kill anything interesting and turn it into a trophy?" Animo complained.

"No...sometimes I eat them." he replied simply.

"Fair enough I suppose…" Animo sighed.

"Still this deal could be more lucrative than I thought given how quickly you cobbled together those...things," Khyber spoke.

"Ah yes...My dear lovelies," Animo sighed wistfully, "After that..._mockery_ of my career, I just had to prove it could be done without robotics."

"Hmm...Something we agree on," Khyber spoke, "No fun in using machines in place of beasts."

"Oh, quite true," Animo chuckled as he looked over the others, "Hmm...Yes, yes. I believe I can work with these. My good huntsman, with these five, I will have your agreed upon payment for my liberation."

"Very good," he nodded, tapping his gauntlet as a DNA helix hologram formed, "I've gone to the lengths of...drawing the map for you, so to speak."

"Hmm...Quite the fascinating structure," Animo noted before grinning, "It will be done before day's end."

"Excellent," Khyber smirked.

* * *

"...And to make a long story short, I broke my last record by two dumplings and Ma'antis paid for the next time we all ate at a buffet," P'li chuckled as the two walked along the mountain's forest.

"That's...interesting, P'li," Tsubaki noted as she kept glancing at her tracker on her badge, "Their last signal came from around here."

"Hey guys!" P'li shouted, "Where are ya!? Did ya catch Animo already? ...Come on, guys. I'm getting hungry!"

"...It's quiet...too quiet…" Tsubaki whispered, keeping her sword and shield at bay as she cautiously looked around, "P'li, be on guard…"

"I'm guarding everything I got…" he replied.

"Good, because there's something that's bugging me…" Tsubaki whispered as she stayed close..and tried to suppress the urge to freak, "At first I thought Chadzmuth helped Animo escape...but what you just said earlier makes that theory moot, so I'm guessing someone else helped him escape…"

"Someone else?" P'li asked almost excited, "Like who...like uh…"

"I'm not sure…" Tsubaki whispered as she pondered for a moment, "Who would need Animo for his special skills? ...Wait…" her eyes slowly began to widen, "Forest setting...hunting animals in the eagle wolves...Khyber."

"You mean the scary huntsmen dude who's been fighting Ben for the last few months, whom none of you have been able to beat?! Who's kicked more but then any enemy since Vilgax?! Who-AH!" he gagged as a pinecone was jammed into his mouth.

"Yes...him…" Tsubaki sighed, having kicked said pinecone and scored a perfect shot, "But...The question is this: how was he able to get him out? We upgraded our defenses after what happened with Dr. Psychobos."

"Maybe he's had a secret way in for months we don't know about?" P'li offered, "Like the vents...I hear that they are big enough for a skinny enough dude to crawl through."

"...Of course..the vents…" Tsubaki whispered, about to facepalm before tensing, "...P'li, move!"

"Huh?" P'li blinked before Tsubaki got behind him, using her shield to block some incoming darts, "Woah!"

"He's nearby…" Tsubaki whispered, standing ready as she examined the area, "Khyber, show yourself!"

"_Oh, now what would be the sportsmanship in that?" _his voice echoed, _"It's no fun if you see the shot coming." _

"Hoo boy…" P'li tensed as he got into a defensive stance.

"Where are Razorclaw and the others?" Tsubaki demanded, "And Animo...what do you need him for?"

"_The rookies are with Animo, a sort of payment for the first favor of releasing him," _he explained as a laser round shot through the air and tore apart a tree, _"As for the need...well, what I need is a replacement beast for the one your friends took from me."_

"...The Nemetrix…" Tsubaki realized, "You need a new creature to use it."

"_Of course. At first I was going for a Panucian for a replacement...but then I heard of the doctor's special talents, how he can twist and alter the DNA of any life form,"_ he went on, _"And outside of Azmuth's own students, he is the only scientist in the cosmos to have had any hands on work with a part of the original Omnitrix." _

"So you assisted in helping him escape prison," Tsubaki surmised with a frown.

"Ha! Well jokes on you, buddy! Ben's not here!" P'li laughed.

"_Exactly why I chose now to make a move."_ Khyber argued, making P'li pause as his face developed a stupefied look, _"Not the brightest flashbang, is he?"_

"Well not over...wait. Flashbang?" Tsubaki paused as something rolled across the ground, "Cover your eyes!"

"Wh-OH GEEZ!" P'li freaked upon realization as he quickly closed his eyes with Tsubaki, the object exploded in a flash of light.

_***KAPOW!***_

"This is not good…" Tsubak whispered as she slowly opened her eyes, ringing sharp in her ears, "We need to hurry and find Razorclaw and the others fast."

"WHAT?!" P'li screamed, "I CAN'T HEAR YOU! DID YOU SAY SOMETHING?! UGH! ALL I CAN HEAR IS RINGING!"

'_Forgot about the 'bang' part of it,'_ Tsubaki thought.

* * *

"Now let's see...Let's see…" Animo muttered as he put a vial of blood into a device with several others in it, the Nemetrix nearby and connected to the machine, "The reflexes of the crane, the durability and might of an Apopplexian, the dexteribility of an Arachnichimp, the speed of the mantis, the flexibility and toxin of the serpent, the biting force of the crocodile, the pack mentality and sense of smell of a wolf, and the ocular ability of an eagle." he went on, "As per request, a canine-like body structure to keep theme…" he ducked down before pulling out an extra vial, "And, of course, a simpler mind composition with no chance of falling for the sways of those that are not its master. He was very very specific on that part." he shuddered in anticipation, "Oh, this is going to be a glorious creation! Why, I might have to make three of them. One for him and two to breed and study."

Animo began to hum a tune to himself as he sat in a chair that hovered a few inches off the ground. He pushed across his lab to a computer as he typed away at his machine which would work his genetic magic. He pulled out a fast food soft drink jug and began slurping. He looked up at the progress before spinning around at his prisoners and unwilling DNA sample donors.

"Ooh right...prisoners...I'm not use to hostages who don't sass me back every second…" he muttered, "I miss Ben…"

"Grr…." Razorclaw growled, giving him a death glare.

"Oh hush you. You're here to witness something great: my masterpiece! My piece de resistance!" he went on and then paused as if waiting for something; after a few more awkward moments, he sighed, "Really? Nothing in response? No witty comebacks...no puns...ugh…" he groaned, "This...this is why I don't like Police or Plumbers that aren't Tennysons or related to them in some way. Too professional, not enough personality. It feels so pointless to put in the same effort like I do with Ben and his company...ahh...I hate galactic trouble. Earth is so boring in the meantime."

"Sorry, you lost me when you were listing things," Ma'antis noted.

"_You_...have potential," Animo noted, "Anyway, as you are new to this I shall explain how this works: I escape, begin another brilliant plot to rule the world, you find me, banter as we battle and then...well the dice land where they may." he shrugged.

"I'm sorry, but it sounds like you almost want to get caught…" Qrow spoke.

"Not want. It's like a gamble, either I win or I don't," he sighed, "Though to be fair, my normal opponent is Ben Tennyson, whom has been my arch nemesis since he was 10 years old!" he snapped before laughing maniacally.

"Oh I'm not liking the flags this guy raises…" Ma'antis noted.

"So are you underestimating us?" Razorclaw asked.

"On the contrary. All of you have forms that are of the same race or similar to a form Ben has used. At the moment...I am planning how to dispose of you. Primarily the Apoplexian...your kind...survives a lot. I have blown up, blasted, burned, electrocuted, crushed, and trapped Ben's Rath form in just about every possible way available to me, and yet he just gets right back up."

"Well technically Apoplexians are highly durable…" Vipress spoke.

"Mainly 'cause most of them are too dumb to realize their hurt...hehehe...aha...not...not that you count…" Ma'antis began sweating at the look he got from Razorclaw.

"Smooth…" Dasheng muttered.

"...You know what? Nevermind. I need to focus," Animo huffed as he turned back around and resumed his work.

"You know, I have to admit something: they did not properly cover a situation like this in the academy," Qrow noted.

"No kidding. You'd think they would add a course on being captured by a huntsman and a mad scientist," Vipress added.

"I am not a mad scientist! I am a geneticist!" Animo argued, "And of course they didn't teach you to deal with this…" he muttered, "Like I said, you aren't Ben. You haven't faced the amount of unexpected things the world you're currently on has to offer."

"Oh come on. It's just Earth...I mean sure, Vilgax has an unhealthy obsession with it…" Ma'antis muttered.

"The Highbreed failed to conquer it…" Vipress added.

"Don't forget the rumor that some interdimensional entity called a 'Dragon' or 'Diagon' attacked here...with Vilgax…" Qrow rambled.

"It's why I wanted to come here."

"They really need to re-evaluate this planet's danger level…" Razorclaw groaned.

"And now it feels better," Animo chuckled under his breath as he continued his work.

* * *

"Ha!" Tsubaki shouted, using her sword to slice an incoming spiked log in half, "Another trap...Khyber is determined…"

"I...I taste color…" P'li groaned, falling over and revealing his posterior was covered in darts.

"_That's rather impressive really, one of those darts has enough sedatives to knock out an Apoplexian…"_ Khyber spoke, _"Though I suppose having to travel through all that fat must have diluted it…"_

"It's not fat...it's fluff…" he grumbled.

'_This is not good...The closer we seem to get to where the others are, the more traps we come across, each one more deadly and difficult than the next…' _Tsubaki thought, _'And I'm not sure how much more P'li can stand…'_

"Hey...can...hoo…" P'li groaned as he staggered to get back up, "Can he...track both of us at once?"

"...huh?"

"I mean...He doesn't have his pet anymore, so what's keeping him from tracking both of us at once?" P'li asked before he began to pull the darts out, flinching with each one.

"That's true...but which one of us?" she questioned, "He's better in combat than me...but...his traps don't bother you…"

"...I can...distract him," P'li offered.

"P'li?"

"I mean, it's like he said; my body is immune to his tranq darts and I can take more damage then the regular Plumber." he added, slapping his belly, "Plus, no way is he prepared for me at all!"

"Hmm...That's a good point." Tsubaki muttered going it over in her head, "I'm not a fan of the idea, but if you think you can then...I'll put my faith in you. Just...be careful."

"Yes, Ma'am!" he saluted, "Hey fish face!" he shouted.

"_I am not a fish!" _

"You got the gills, scaly complexion, and rasp outside of water. You're a fish face!"

"_Grr…"_

"Oh btw...you think you're the universe's greatest hunter, huh? Then why haven't ya caught Ben 10 yet, huh?" he jumped as a spear stabbed into the ground, "Uh-oh."

"_Tonight I dine on panda soup,"_ Khyber growled, his mask forming on his head while emerging from the trees with another spear in hand.

"Ohh...Yeah, ya see? Now _that_ is terrifying," P'li noted before screaming and jumping out of the way of the lunge of Khyber and his spear, "Nyah-ah-ah-ah!" he ran off with Khyber in pursuit, "Ya can't catch me, fish face!"

Khyber simply snarled as he gave pursuit.

"I'm not sure if I'm seeing the rise of the Plumbers' greatest goof...or the next Ben…" Tsubaki mumbled before continuing on, _'Still...I hope he'll be okay. With Khyber distracted, I can figure out where the others are…' _she thought, avoiding another trap as she slipped through some trees, "And knowing Animo, it should be…" she paused when she noticed a small cave entrance, almost like it was leading to a wolf's den, "...perfect."

* * *

"Yes...Yes…" Animo chuckled in glee as he looked upon three clear containers filled with a glowing blue liquid as cables sent electricity into them, "Here it comes!"

"Doctor Aloysius James Animo!"

"Ahh...Finally. A recognizable v-" Animo began as he turned...only to pout as he saw Tsubaki enter, "Oh...it's Ben's boring apprentice."

"B-Boring?!"

"Yes, boring. Not many quips and even when you do use them, the timing is either poor or wrong for the moment," Animo replied, "Then again, it was only through word of mouth from some small time crooks you were involved with catching. Nevertheless, you are far too late."

"Are...are you timing us in this?" she asked.

"Yes!" he declared honestly, "I have standards, young lady! I expect my enemies to live up to them!"

'_Wow. Villainous he may be, but also proper,'_ Tsubaki sweatdropped.

"Which, fortunately for you, you were quite successful on the timing," Animo continued as alarms blared from the pods, "Now behold! The culmination of a deal beyond any before!"

"Oh, you have to be kidding me...this is far too convenient," Tsubaki sighed.

"Well, it is a good learning experience," Dasheng noted, making Tsubaki look over at the cages, "Hello."

"Cages?"

"I ran out of capture pods…" Animo sighed, "I know...not good form, but you work with what you get."

Vents on the first pod opened at the bottom and the liquid poured out of them. The lights finally began dimming down as the pod finally opened with a hiss of released pressure. As the pod fully opened, a growling could be heard as clawed feet stepped on the ground.

"Ah...it's even more magnificent…" Animo awed as the creatures fully stepped into visible light.

The new creature to an extent greatly resembled the Anubian Baskurr Khyber once owned but different in just as many ways. It was larger with a stronger build akin to a large cat. Its paws ended in retractable claws which scratched the ground with each step. Its body was a dull grey-white with a mane of white fur along its neck and going down its back. Its snout still looked dinosaur-like, but now with sharper exterior fangs, a smaller reptile-like nose, and notable pit sensors as well. Its eyes were sunken and had a single slit iris. Its tail was much longer and more akin to a cat or monkey's. It swished around a few times before stopping and shooting at Tsubaki, forcing her to jump out of its path.

"Glorious…" Animo spoke as it roared and rushed at her again.

The monstrous creature roared, jumping over a lab table and pouncing again. It bit into the wall and tore a massive chunk of metal out of it. It crunched down harder, splitting it apart in its jaw. Realizing this wasn't edible to it, the beast roared louder, causing the very lab to shake. Tsubaki pulled out her shield in time to block a swipe that still sent her skidding back and into another pod.

"Another one!?" she gasped, seeing inside.

"Yes. That one is a female and that one is male," Animo explained, "What? I can't just make one. What am I? Dr Frankenstien?! I made three. One for Khyber and two to study."

"Seriously?" Tsubaki asked.

"I am a former researcher in veterinary sciences and a geneticist. Of course I'd make a male and female for study!" Animo replied.

"TMI!" Ma'antis shouted from his cage.

"Shut it, you! I don't do it for some sick reason like that! I am a humble gentleman of science...Now, Alpha, rip your prey apart." he coughed into his hand to regain his composure.

"You named it!?" Tubaki complained, using her sword to keep the beast from biting her.

"Of course! I named all of them. My research pair are Gamma and Omega." Animo explained, "Alpha is built stronger with a stronger hunting instinct and desire to rip apart any prey that is not I or Khyber."

"GH!" Tsubaki grunted from another slash, skidding back a few feet, _'Not good...if Khyber has one of these things...no. I can't let these things out."_

"Of course I can't awaken the other two yet...who knows what having two of the same gender in one room will cause…" Animo muttered, hitting a button as the two extra pods were moved under the floor, "Also can't have you damage the pods before they finish growing into adulthood."

"That thing's not even fully grown!?" Ma'antis snapped.

"No...it gets much spikier and much meaner as an adult," Animo explained as Alpha roared and tore through a lab table to get to Tsubaki.

'_...if I can get to the tubes, I can stop the other two from waking up...but I'll have to deal with the main one...I need to free the others stat,' _Tsubaki thought, dodging another swipe, _'And I doubt this thing will let me get the…wait…'_

"Come on, come on, come on!" Ma'antis cheered...before Tsubaki ran towards them with Alpha behind her.

"Ah! Go away, go away, go away!" Dasheng yelped.

"...Wait. Is she…" Vipress began.

"Let this work…" Tsubaki whispered as she skidded to a halt, turning to see the beast stopping and growling at her, "C...come on you...you big...beast! I've seen scarier and more ferocious than you!"

"...D'oh! You see?! This is why I see you as boring! It…" Animo began just as his beast leapt at Tsubaki...who quickly jumped out of the way as its claws tore right through the bars keeping Razorclaw and her team captive, "...Well, I retract my previous comment. You are annoying!"

"Anyone injured?" Tsubaki asked.

"No," Razorclaw replied.

"Not yet…" the others replied as Alpha growled at them.

Alpha roared, picking up one of the bars and crunching it in half out of some sort of annoyance at its inability to have caught its prey. But the prospect of more prey to devour only excited it. It crouched down before pushing off the ground with such force its paws left dents in the ground itself. The team of Plumbers scrambled out of its path as it slammed into the ground with great force. They barely had time to fully regain their footing before Alpha lunged and began biting and clawing at Tsubaki and Razorclaw, thinking them the biggest prey to take down at the moment.

"Hmm...Khyberius Baskurr perhaps, considering he did provide the needed supplies," Animo mumbled to himself.

"GH!" Tsubaki grunted as she was knocked into a wall by another swipe of its claws.

"But I did make it…" Animo noted spinning around in his chair for a moment, "...I got it! Khymera Animus!"

"Ah!" the males of the team cried as they were tackled over by Alpha who chased after Tsubaki and Razorclaw.

"Where's P'li?! We can use…" Razorclaw began as she ducked under an attempted swipe from the Khymera Animus and slammed her open palms on its stomach, sending it crashing into the wall, "...use his help!"

"He's keeping Khyber distracted," Tsubaki answered.

"How?"

* * *

"EEEEYAH!" P'li screamed as he jumped over a laser shot. He used his belly to bounce off the ground and avoid another shot. He landed on his feet and began running as the shots kept coming, "Why does a spear double as a gun!?"

=Pesky panda= Khyber growled beneath his mask.

"Okay...I need...I need to catch my breath…" the tree next to him was shot and began cracking and tipping over towards him, "...Okay breath caught!" he freaked as he began to run for it again, barely jumping out of the way in time to avoid being crushed, "Gyah! Think, P'li, think! You're going up against the greatest Huntsman in the Milky Way that confirmed the Hunters Guild is a real thing and uses tech from them and whistles through his gills...Come on! Think think _think_!" another shot went over his head and blew a rock atop a nearby hill behind him into the shape of a lightbulb, "Bingo!"

=Stand still, you ursine fool!= Khyber snarled.

"Okay!" P'li replied as he jumped up and grabbed a branch before releasing it once Khyber got close, letting him get smacked as it reset itself, sending him into a backflip that ended with him landing on his back, "Booyah!" Khyber snarled as he began to get up, "Oop!" P'li quickly ran off around a tree, "Don't follow me!"

=I will enjoy making your skin and fur into a pelt!= Khyber growled as he shot up, pulling out his dagger as he chased after him before skidding to a halt in time to be hit in the face once more by a tree branch snapping back into place, knocking him into several flips that ended with his head stuck in a gopher hole while sending his weapon into the air.

"Told ya~" P'li chuckled before catching the spear/gun hybrid.

=...Grr….= Khyber snarled, putting his hands on the ground as he pulled his head out of the hle, losing his helmet in the process as he gave P'li a death glare, "I...will…_end you_…"

"Kinda hard when ya don't have your weapon," P'li taunted before yelping when he nearly dodged a punch aimed at his head.

"I don't need my weapon to take down prey like you…" he replied as he swung his leg and tripped P'li.

P'lie bounced up only to cry as Khyber grabbed his arm and spun him around to toss him into a tree. As the young Plumber bounced again, he flew right into a lariat that sent him spinning around and landing head first into the ground.

"Ohhh…" P'li groaned before Khyber pulled him up by his head.

"You are difficult to hurt indeed, panda...but if you don't absorb enough kinetic energy, your kind's form of combat is rendered weakened," Khyber spoke.

"Ugh...Y-Ya know that, huh?" P'li asked.

"I know of your kind," Khyber spoke as he grabbed P'li's finger and twisted it and his arm, spinning him around, letting him slam back into the ground as he held onto his finger, "Your race also has a nerve bundle in this finger that causes you either intense pain...or an uncontrollable laughing fit."

"Uh-oh," P'li squeaked before Khyber squeezed, "?! PFFFFFFTHAHAHAHAHAHAHAHAHA~!"

"Laughing it is…" he noted, keeping pressure, "I've never seen a life form die of laughter...should be new."

"Y...you...heh heh...you suck!" P'li laughed hysterically.

"Be thankful I don't have my new pet here," Khyber countered.

"N-new...hehehehehe...p-pet!?" he laughed.

"Yes...to replace the one Ben's idiotic Osmosian friend civilized," Khyber spoke, "I plan to pay him back by hurting what he loves most…"

"Ah! Miss Tennyson!" P'li gasped.

"No. His car," Khyber corrected.

P'li let out a long gasped in his laugh, "That. hahahaha. Is...hahahahahe-e-e-e-vil~hahah~!"

"I'm a literal cold blooded reptilian life form who hunts sentient and non-sentient life forms to display them in my room...Of course I'm evil," he argued, kicking P'li over, "And you are just another prey of mine to be hunted."

"...th...then where's...the other?" P'li panted with a smirk.

"The other? Wh…" Khyber began before his eyes widened in realization, "...BLAST!"

"Surprise attack!" P'li shouted as he jumped up, "BELLY FLOP~!"

"Wh-" Khyber began, about to dodge before P'li landed right on top of him, resulting in a small crater as he sat on top of him, "Grr...get...off me!"

"What's that? I can't hear ya. You're under my fur!" P'li joked, "Oh and look at that...I just beat the self-proclaimed greatest hunter in the universe...and I am a rookie!"

"Graaaaagh!" Khyber roared in anger as he tried to free himself.

"Heh heh...Wait until the Instructor sees this."

* * *

"Oh, this thing is a real pain," Qrow groaned as they regrouped in the center of the ruined cave base.

"And this is just one of them…" Vipress whispered, lightly eyeing where the other two pods had been.

"Instructor Yayoi, what do we do?" Dasheng asked Tsubaki.

"...A Feston Neuro-Grip," Tsubaki replied.

"Hmm?"

"If we can get close enough, we can disable it," Tsubaki whispered, seeing the creature growling as it circled around them, "Question is..which of you five knows it?"

"I do," Ma'antis noted, "I took acupuncture lessons for extra credit. Getting close however..." he tensed when the creature growled at him, "...yeah. I'm gonna need the right opening to get close…"

"Alright. We'll get you that opening," Tsubaki replied, "Make it count."

"We'll follow your lead, Instructor," Razorclaw said as she and the others stood ready.

"Alright...we need it to lose focus for just a moment, if we can goat it into ramming into the wall that will give Ma'antis the opening he needs." Tsubaki spoke, "But we need it angry enough to throw caution to the wind and make that mad leap…"

"Hm...I think we know just the bait…" Razorclaw smirked.

"...Why are you looking at me that way?" Dasheng asked.

"Excuse the wording...but could you…?" Tsubaki muttered.

"Annoy it to the point it wants to murder you with great glee like literally every authroity figure you've ever come across?" Qrow replied bluntly and quickly.

"Yep/Oh yeah/Exactly/Do it already/Sorry," the others all said in agreement.

"...You guys owe me _big_!" Dasheng growled before cracking all four of his hands' knuckles, "Alright. Let's do this!"

The creature gave a howl-like snarl as it pounced at the group once more, causing them to separate once more. It attempted to leap at Tsubaki before one of Dasheng's hands tugged its tail, making it yelp a bit before it turned and growled at him. He blew a raspberry in its face before smacking it in the face with his staff and ran off, hooting wildly.

"Wh...what are you doing?" Animo blinked in confusion.

Alpha snarled at Dasheng and began to chase him. Dasheng shot a web from his tail and quickly climbed it up a wall. Alpha began to climb it via digging his claws into the wall and pulled itself up. He nearly got up before Dasheng's pole slammed down on its head, sending it down onto the floor on all fours. Dasheng gave a taunting hooting and screeching while slapping his behind at Alpha.

"...whatever you're planning, it won't work!" Animo shouted, "This creature is my magnum opus! My ultimate creation, and he will not lose to the likes of y-!"

"Jump him!" Tsubaki shouted before the five jumped Alpha, her and Razorclaw grabbing its front legs with Dasheng and Qrow grabbings its hind legs and Cipress coiling around its body, "Ma'antis, now!"

"What?!" Animo gasped before Ma'antis quickly got on Alpha and pinched.

"AWO?!" Alpha yipped before collapsing.

"My Alpha! What have you done with my little Alpha?!" Animo demanded.

"Feston Neuro-Grip," Ma'antis replied before quickly striking Animo with the same grip, making him collapse, "Subdues nearly all form of species."

"C...curse you...Tennyson's...apprentice...you and your...meddling...ways…" Animo slurred.

"Wow. I owe P'li five Tayden because he really did say it," Qrow mumbled.

"This P'li seems like he knows how this works…" Animo noted.

"We should gather up the creations and Animo so we can help P'li." Tsubaki ordered.

"Oh...I don't think so," a new voice spoke, making them all turn to Khyber as he dropped a hogtied P'li on the ground, "Made me take this seriously...not since the Revonnagander have I had to try that hard." he cracked his neck, as he looked at Alpha, "Glorious Doctor...your work surpasses your reputation by spades."

"Khyber…" Tsubaki frowned.

Khyber pulled out the same device he used once before: the triangular tool. The same red blade of solid energy expanded as he held it up, letting its glow illuminate his face. He swung his blade at a nearby pipe, unleashing a large amount of steam into the cave. When it dissipated, Khyber smirked, standing in the same spot as before.

"...This feels like he wasted an escape," Ma'antis noted.

"Oh, I assure you, I will be escaping for another day…" Khyber smirked before his 'gills' flexed and he whistled.

A red glow shined on the new red collar on Alpha's neck. The five yelped as Alpha's body became a red sludge-like material that shot off of them and over to Khyber, reforming into a serpent-like shape with several metallic 'bones' within.

"A Viscosian Assimilator," Khyber informed, "No nerves in its body to use against."

"This is the single most terrifying thing I've ever seen…" Ma'antis spoke bluntly.

"I…need to change my suit," Qrow admitted.

"So now what?" Tsubaki asked.

"Oh don't misinterpret my actions. I still only care for hunting down Ben Tennyson." he aimed his blade at them, "But...I have my partner...so...as far as I see it, I could kill all of you...or I could just go...and you all get to live a while longer." he explained, "But...hehehe...that's all up to you, Tsubaki Yayoi. You are the smart one, correct? The leader?" he questioned, "Which matters more, your beloved rules...or the lives of your men?"

"...Tch…" Tsubaki gritted her teeth at that, mentally hitting herself for what she was about to say, "Razorclaw...you and your team stand down…"

"But…"

"No...this is for the best," Tsubaki grunted, feeling horrible about her choice, "He's hunted Ben in every single one of his forms, and most all of you compose forms I've seen him best in combat. He knows how your bodies work...and he's more skilled in combat than you'd think. My first priority is your lives...the lives of my subordinates."

"Understood…" Razorclaw nodded backing down.

"Hehe…" Khyber chuckled, "This is what I like about Plumbers, they care." he lowered his weapon, "You're lucky the only thing I care for is settling the score with Ben Tennyson...so you have my mercy." he kicked P'li, sending him into his male teammates, "The good Doctor, however, is all yours." he said before slashing his sword, releasing another cloud of steam from the tube he severed, covering his escape.

* * *

"Hate...this…" Animo grunted as he was carted into a Plumbers ship, "My precious...creations…!"

"Hah...Your cell will be waiting for you, Animo," Tsubaki sighed, "Please refrain from helping evil space criminals after Ben. We don't want to lock you up in the Megamax cell in the lowest levels...It's actually inhospitable to humans."

"Oh...you're no fun…" he grumbled.

"So what will be done about those two things?" Vipresss asked as she looked over at the two pods containing the other two versions of the creature into another ship.

"We'll be putting them on an uninhabited island to study and figure out the weaknesses it has," Max informed, walking over to them with a tired sigh at all the work he had to do to set that up.

"I'm sorry I let Khyber get away…" Tsubaki sighed, lowering her head in shame.

"Are kidding me Kiddo? You did great today." Max spoke, earning her attention, "You put your team first, and still captured Animo," he explained, "And don't worry about Vulcanus...someone else took care of him."

* * *

"Stop hitting yourself...stop hitting yourself…" Ragna spoke, beating said alien criminal with his own robotic arms, "I can do this all day, so stay or back to the Plumbers. Take your pick, Tiny. Also, stop hitting yourself!"

"D'oh...I hate today!" Vulcanus snapped before he got hit once more.

* * *

"Still...Khyber got the Alpha...whatever Animo named it…" Tsubaki muttered already forgetting the species name Animo gave it.

"Khyberian Baskurr!" Animo called, "That's its name and that's final!"

"Thank you, Dr. Animo," Max replied nonchalantly, "Tsubaki, I know you're beating yourself up over it, but believe me: at this moment, I couldn't be more proud for the wise choice you made." he went on, putting his hands on her shoulders, "You will be a great leader one day. Heck, I bet when I finally do retire, I will leave this crazy place in your hands!" he laughed.

"?!" Tsubaki looked up at him in surprise, "Th-Thank you, sir."

"Oh man, it was so awesome!" P'li cheered, "I know you'll be a great Magister, Instructor!"

"Thank you." Tsubaki smiled.

"P'li...moments...pick them," Max chuckled, "Now you rookies head on back to base and rest up. You might have more and more days like this here on Earth. I want you guys in peak form at any moment."

"Yes, sir, Magister!" the six replied as they went to get on a ship.

"Ah, kids these days," Max chuckled.

"Sir, I…"

"And you, Tsubaki..why don't you head home? I believe you've worked hard enough." Max spoke, "I need you at a 100 percent if we're gonna keep all these crazy alien criminals in check."

"...Honestly after today...agreed," Tsubaki nodded with a sigh.

* * *

"Tadaima," Tsubaki greeted once she walked into her shared home, the sun beginning to set in the distance, "Well today was certainly...something…" she looked down and noticed a small silver-white and blue robot looking up at her, _'Oh my goodness. What is this?! Why is it so cute?!' _"...Jenny?"

"A scientist is taking up Mom's profession and this is his first one that's working," Jenny replied as she picked up the small robot, "Tsubaki, meet Robotboy. RB, this is Tsubaki."

"He-llo, Tsu-ba-ki," Robotboy greeted, "Pro-fess-or is let-ting me stay with No-el and Jen-ny to learn many things."

"...Oh my god, you are just precious…" Tsubaki faintly squealed before clearing her throat, "I...I see. Well...I can assure we will do our best to help you in your pursuit of learning…" she instantly pointed at Kajun, "And don't you even think about it, Kajun Faycott."

"Eh?"

"I mean it. You even think about 'examining' this precious little boy, I will lock you in your room until you burn through Science Mode," Tsubak warned.

"Oh like I could be I…" Kajun began before Tsubaki tossed a black and green ball at her that opened up into a net and engulfed Kajun.

***BZZZZZRT!***

"Blaaaarg…" Kajun groaned from the net as she fell over.

"First lesson, if she has a glint in her eye that makes everyone feel uncomfortable, throw that ball I just threw at her," Tsubaki informed, Robotboy in her arms, _'Thank you, Blukic and Driba!'_

"Okay, Tsu-ba-ki," Robotboy nodded.

'_Oh he's just so precious~!' _Tsubaki thought as she softly squealed once more...before clearing her throat before shooting Mai a stare.

"We're good here," Mai quickly held her hands up.

"We better be," Tsubaki warned before giving Robotboy back to Noel, "Now if you need me, I need a shower after today."

"Oh...okay," Noel nodded as Tsubak walked off, brushing a bit of her hair out of her face.

Once she made her way up to her room and grabbed a change of clothes to sleep in, Tsubaki went into the bathroom. Once she locked the door, she turned on the water. She waited until it was on the shower setting before inhaling.

"Eeeeeee!" Tsubaki squeed, "Oh my goodness! So adorable~!"

"I heard that!" Makoto called out from her room, "Also owie…"

"Thank you for volunteering for trying out Noel's latest dish," Tsubaki declared, an annoyed look in her eyes as she blushed hard.

"D'oh!"

* * *

_SZ; And so...thus ends the mini arc known as 'In the day of'..hoo! These were fun..soem were short, but still fun regardless._

_GT: Eeyup._

_Z0: This...was actually a lot easier than writing and posting one at a time…_

_SZ: Kinda yeah...but still pretty fun regardless._

_GT: Indeed it was. Hope you all enjoy these, readers!_

_Z0: Till next time folks! We did a lot we're working on something else next so make do with this! And...that's it I guess...anything else to say boys?_

_SZ: Nope. Stay tuned for more chapters in the future folks!_

_GT: Please read and review, folks!_

_Z0: Now to blow up the sun again! *teleports away while evil laughing* _


	30. Christmas OVA: Getting to know a Holiday

_SZ: *hums Feliz Navida while setting up some Christmas decorations* In case you're all wondering, we're getting ready for Christmas, so to celebrate...we're doing a christmas OVA for GSE!_

_GT: Eeyup. Considering we skipped Thanksgiving due to the four-parter we did, we'll have to make up for with this._

_SZ: Mmm hmm. We own nothing aside from original content, so...oh wait.*puts up a sign that said 'NO MOKEYS!*There...to those who watch Sr Pelo on Youtube...you know who I'm talking about, especially during...you know what._

_GT: Huh? No clue who that is._

_SZ: Ah...then unless you want to hear constant screaming(most of which used as sounds for SMG4's videos) and table smashing...then...ahem! Moving onto the story, so start us o-*gets smashed by a Christmas tree with GT*_

_?:*offscreen*KRIMAS!_

_SZ: Ow…_

_GT: ...At least...it wasn't...the Nostalgia Critic…_

* * *

"I do not understand. Why are people putting so many lights on lines up?" Rook pondered, driving the Proto-Trukk on patrol as he looked around at the buildings where people were hanging up lights and decorations.

"It's November 23rd, Rook," Ben replied, "As in the day after Thanksgiving?"

"Thanks for giving what?"

"Oh right...Earth holiday. More specifically, a United States of America holiday," Ben facepalmed, "What did you think was up with Mom and Dad coming over with that big feast?"

"I thought it was because they missed you," Noel admitted.

"...Oh, right. No USA in the future," Ben facepalmed once more, "...Wait. Do you girls not know about Christmas either?"

"Never heard of it," Makoto replied, "New Years? Yep. Arbor Day? Yep. Halloween? Oh yeah. Thanksgiving and Christmas? What the heck is that?"

"What is Christ-mas?" Robotboy asked.

"Gosh golly, Ben, we have a lot of work on our hands, don't we?" Jenny asked.

"Looks like it…" Ben replied with a sigh, "You see...Christmas is a special holiday that takes place on December 25th a..."

"Eh? It takes place on my birthday?" Noel blinked.

"Wait, what?"

"Yeah. Noellie was born on December 25th," Makoto replied.

"...wow. My friend Tuck-the one I knew in my time. Not Danny's friend-would be so jealous of you, Noel," Jenny noted, making her blink, "On Christmas, you get gifts from your friends and family...which is kinda like a birthday, only minus the cake...though in your case Noel, I guess you do end up getting cake."

"...Does that mean Noel gets double the presents?" Makoto asked.

"Most likely. Then again, this is the first time I've known someone to have Christmas as their Birthday. I had a classmate in Middle School that had it on Christmas Eve, but not on Christmas itself."

"Well...This is weird how that this is the Holiday you guys lose…" Ben muttered, "It's all about family, good will towards others, presents, food...presents…"

"The presents do sound appealing…" Makoto nodded.

"And the rest also sounds nice," Noel argued.

"Yeah, tons of stuff, like family coming together bringing food...Grandpa's exempt since I was 10 and he brought what can only be called an Alien Turducken...which promptly tried to eat Aunt Nora...It was how the rest of the fam learned of the Omnitrix," Ben told a quick story.

"Alien Turducken…" Makoto repeated before shuddering, "Why does that scare me?"

"As it should…" Ben nodded.

"Ben, I love your Grandpa...but his taste in food is…" Makoto trailed off as she nudged her head in Noel's direction.

"It's not so bad." Noel argued blissfully unaware of Makoto's implications.

"Still sounds neat," Makoto changed the subject.

"Of course it is!" Jenny smiled, "Family and friends coming together on a cold winter night, food and gifts. It's just amazing, plus all the traditions and iconic foods."

"Oh?" those unaware asked.

"Yeah, there are tons of foods from all over the world." Jenny added, "From Roast Ham, Figgy Pudding, Gingerbread cookies, and I guess all sorts of stuff."

"So wait...It's a day to get presents, and eat tons of seasonal foods," Makoto summed up.

"Or, if you're that one uncle, drink Hard Eggnog 'till you fall asleep under the Christmas tree shirtless…" Ben shrugged, "And avoid all your aunts and the Mistletoe…"

"Mistelewhat?" Noel asked.

"Mistletoe...the weird plant you hang on the ceiling and if two people are underneath it then they have to kiss." Ben explained, "Kinda creepy at family parties, but some folks abuse it as a means of scoring a kiss on the lips at Christmas parties with friends from school or work."

"Ooh…" the girls awed at that tradition.

"I'll burn them," Ben quickly argued, "Don't think of it...and don't think I won't."

"...Wh-"

'No," Makoto instantly denied Noel before she could say anything, making her pout.

"We should probably tell the others," Jenny spoke up.

"Something tells me Grandpa has it covered," Ben spoke.

* * *

"And that...is the unabridged history of Christmas and why it is the best holiday on Earth...after Thanksgiving but that one's not global...so Christmas has it beat," Max spoke, literally seating all the new Plumbers and those new to this planet and/or timeline, "Any questions...that are not about Santa or the time I was turned into him?"

"...I...wh…" Kajun muttered, trying to make sense of what she heard as she tried to write things down in her notebook.

"This is normal so that no one is confused when I begin hanging up Christmas decorations and drag in a giant tree," Max explained.

"By big tree…" Tsubaki began.

"Magister goes out into the woods and chops down the largest tree in the forest...and then drags it back...without any alien technology," an officer spoke.

"...wow," Mai slowly blinked at that.

"The Tennyson family loves this holiday," Pateliday added, "Max hasn't missed a single chance to throw both an office party and still make it to his family dinner."

"Huh...soka," Tsubaki noted.

"...i...illogical."

"Hmm?"

"I apologize, but I find it highly illogical," Kajun stated as she put her notebook down.

"Santa's not real Kajun, it was just a one time thing with a crazy magic elf." Max sighed, "Just a story we tell kids so they'll behave till next Christmas."

"Well I apologize, but we didn't have such a thing back in our time," Kajun argued simply.

"Yes...but you are also from a dystopian reality run by a government power that is clearly corrupt and by all accounts evil," Max argued, "Now you're in the past and have one of the best holidays ever."

"...I suppose…" Kajun muttered.

"...you're still trying to find logic for the Santa stuff, aren't you?" Mai deadpanned.

"I know Santa is just a story, but I still...UGH!" Kajun groaned, "I mean, how is it he's able to travel the entire Earth in a single night? How can he survive for so long? How is he not cold from living in the North Pole, one of the coldest points on earth?! How…!?"

"Kajun, Kajun, Kajun! Calm down!" Tsubaki shouted as she and Mai held their friend down.

"It's just a story, it's not supposed to make sense…" Mai complained, "What next, you're gonna try disprove the Tooth Fairy?"

"YES!...and before you bring up the black Beast and the Six Heroes...those events actually happened and has logic to it! This...this is...UGH!""

"I have a feeling this is going to be a long day…" Tsubaki sighed.

"Kiddo, it's just a story." Max sighed, "You take science too seriously…"

"Hm...says the man who defeated an evil alien warlord with a glob of goo and a warhead…" Pateliday countered.

"It was all I could think of at the time."

"That's another thing." Kajun spoke, "Why is Magister Tennyson so amazing at times? He's literally just a human."

"Yeah...I have gained a few holiday pounds!" Max laughed, "Ah...I look nothing like the young me," he went on, "But come on, Kajun. You're overthinking things again. I'm not that amazing, I'm just a humble old plumber." he spoke before shooting his hand up and grabbing a grenade before tossing it into a trashcan. He kicked it and flipped it over letting it explode inside safely, "Okay...who's the wise guy?"

"See?! Those are not things a normal man his age does!" Kajun argued.

"Didn't you girls attend a military academy?"

"Don't you try and deviate m-" Kajun began.

***CLANG!***

"I owe Noel a new frying pan…" Mai muttered as Kajun collapsed on the ground, a steaming bum on her head with her eyes replaced with swirls.

"It was for the best," Tsubaki noted, "Stuff her in the supply closet again."

"Ah...but the janitor complained she carved up the walls with tally marks when she thought she was stuck in there for days…" Mai complained not wanting to have that talk again.

"Too bad it's the only place in the Headquarters she hasn't retrofitted with voice activated tech that obeys her," Tsubaki argued.

"On the one hand, she's managed to improve work safety and reduce accidents caused by Blukic and Driba," Patelliday noted, "On the other...these moments."

"Would you rather she have let them rebuild the Anihillarg like they were going to attempt instead of disposing of the pieces like they were ordered to?" Max asked.

"...Fair point."

* * *

"...I feel like Kajun tried to overthink something again," Makoto muttered.

"When hasn't she?" Ben joked.

"...Fair point," Makoto shrugged, "So what's first on this little intro to Christmas?"

"Hmm...Well I'd say looking for a Christmas tree, but Grandpa probably has that covered," Ben answered.

"...It's not gonna be some sentient tree alien, is it?"

"Nope. Just a simple pine tree."

"Least that part of Christmas hasn't changed," Jenny noted.

"Why pine tree?" Robotboy asked.

"I am honestly curious as well," Rook added, "Why specifically a pine tree?"

"It's because they have the best branches to hold up heavy ornaments," Ben replied.

"Ornaments?" Noel repeated.

"Hmm…" Ben looked around before spotting a Hallmark, "Pull over there, Rook. This will be easier if I show you an ornament than just explaining."

"...Okay then," Rook nodded as he turned the ProtoTRUK around, driving it right up to the store before stopping near it.

"Hallmark? Oh, I remember this when it was starting out," Jenny recalled, "Actually got the first card from them for saving their machines from a bunch of biker fish-women that wanted to turn them into wheels for monster motorcycles."

"...Biker…fish-women…" Makoto slowly repeated, "...Why is that the weirdest thing I've heard all day?"

Minutes later, Ben and Jenny had them ushered into the store and quickly to a wall partially covered in ornaments.

"These are ornaments," Ben explained, "You place them on Christmas trees as a decoration."

"They sure have changed a lot since my first few years," Jenny noted, "All the ones I knew were shaped like balls, bells, stars, and even toys made of a fragile colored glass."

"Well some things end up changing a bit to go with what's currently trending or is pretty famous," Ben explained.

"That explains the ten of your aliens," Makoto noted.

"A lot of these are kinda cute," Noel noted, Robotboy held in her arms.

"No-el, button," Robotboy noted, pointing at a Fozzie bear ornament.

"A button?" Noel pondered before pushing it.

=I just flew in from the coast and boy are my arms _tired_! Ahh~!=

"Ah! Lit-tle bear talk!" Robotboy awed as Makoto snickered.

"He f-flew…and his arms..." Makoto giggled, "Oh I gotta get that one...Oh wow. There's a lot. I think I see a few Disney and Looney Toon ones, too."

"Do these go on the pine tree as well?" Rook pondered, looking at other decorations.

"Not all of them," Ben replied, "Hmm...Since we're here, might as well get a few things. We can get a tree after our patrol for any ornaments."

"Sounds like a plan," Jenny nodded, "Oh. Should we pick up some lights and tinsel to put on the tree?"

"Good thinking," Ben agreed, "Might as well get some lights for decorating the house, too."

"I feel that Tsubaki, Mai, and Kajun are having just as much of an experience like we're dealing with," Makoto noted, watching the two plan.

* * *

"Glad to have you aboard for the hunt for a tree," Max noted, wearing a heavy red coat and red trapper hat as he led himself, Mai, Tsubaki, Kajun, and a few Plumbers all wearing heavy coats, "Remember, we're looking for the biggest one there is."

"Understood sir."

"If only Makoto were here...She'd probably help find the best one," Mai muttered.

"Oh, I believe that!" Max laughed, "But we'll make do with what we got. Part of the fun is the search anyway!"

"I suppose...plus she'd probably end up eating the chocolate I made for…" Kajun began as she opened a container...only to see nothing inside, "...Eh? Where...is the chocolate?"

"Who knows," Tsubaki instantly replied, wiping a bit of chocolate from her face before anyone could notice.

"Ah don't worry, kids. It's the Holiday season, trust me!" Max laughed, patting his own belly, "Treats are abundant this time of year!"

"Really?" Tsubaki asked.

"Yep. Know all the places to get the most at cheap prices, too," Max chuckled, "Now spread out and find the biggest tree you can!"

"Yes, sir!"

"...Kajun...What are you scribbling about?" Mai whispered.

"Trying to figure out the exact dimensions a sack Santa Claus would need for a minimum of one present for each person on the planet," Kajun replied, "The size of it would be as big as a mountain at best. No possible way to carry it, either."

"Kajun," Mai spoke, making her look over at Max.

"And an axe for you," Max noted, reaching into a small bag and pulling out an axe too large for it to hand to a Plumber, "And an axe for you…"

"...How?" Kajun gawked.

"Think the TARDIS from Doctor Who," Tsubaki noted, "It's smaller on the outside and bigger on the inside."

"Well that makes sense in a TV show but…"

"Oh tech like that exists," Max cut Kajun off, "Hehehe...I used it on my old closet when I was raising my boys to hide stuff from them. Lord knows you can't have two hyperactive boys around dangerous weapons."

"Magister, you used fantastic alien technology to hide weapons in your home?" Tsubaki asked.

"Old habits die hard, kiddo…" Max smiled, "I still sleep with a Plasma Rifle under my bed. Never hurts to be prepared for any situation."

"Is that why you have an old Plumber battle suit hanging in your RV closet?" Mai asked.

"Hehehe...Oh that old thing!" he laughed, "Haven't used it since that Summer vacation where Ben got the Omnitrix and Gwen started learning magic. It was my only way to keep up with those kids really." he then whipped out three axes for the girls, "Now come along. We've got a tree to find!"

'_...I hope Makoto and Noel are being just as frustrated as I am,'_ Kajun thought.

* * *

"Egg...nog?" Makoto asked, looking at a half-gallon bottle of a semi-yellow/white liquid that Ben was pouring into a few cups.

"It's a seasonal drink for Christmas," Ben explained, "They have lots of flavors and come in two variants, the soft kind that are just a sweet seasonal drink...and then the hard kind which...is as you'd assume...meant for that one Uncle who prefers a 24-7 buzz…" Ben rambled.

"...is it good?"

"Kinda up to you. As the name implies, it has eggs in it; so give it a taste to see how you like it," Ben explained as Jenny handed them out.

"So what's the nog?" Makoto asked.

"Huh?"

"Well, the 'egg' in 'eggnog' makes sense since you said it has eggs in it," Makoto noted, "So what's the nog?"

"Well, that was the name of this strong beer that was originally used with it, or it may stem from _noggin_, a Middle English term for a small, carved wooden mug used to serve alcohol," Jenny replied, "Well, either that or 'Eggnog' was an Americanism invented in between the years 1765-75."

"Huh…" the others all muttered at that bit of trivia.

"So besides eggs, what's in it?" Makoto asked.

"Milk, heavy cream, sugar, vanilla, nutmeg, cinnamon…" Ben listed.

"Hmm…" Makoto nodded, "Well that sounds awesome! Bottoms up!" she cheered, downing her cup in one chug, "?! Whoo! Now that's good!"

"Only downside is that it's only available from October to the end of December. Otherwise, dad would have it every day," Ben chuckled, "But also a good thing it's so limited. Given the ingredients, it has a lot of calories in a single cup."

"...Oh I gotta introduce this to my family when I see them again," Makoto grinned as she took another chug of her eggnog.

"Uhm...Ben, this kind is…" Noel began.

"It's non-alcoholic," Ben nodded simply.

"Oh…"

"Can Robot-boy try?" Robotboy asked.

"Sorry, kiddo, but we can't have it," Jenny apologized.

"Aw…"

"Lucky for you, I know the recipe for a version of it that Robots can drink," Jenny winked.

"Rea-lly? Yay!" Robotboy cheered.

"I do not understand it...but it is very good," Rook added, taking a sip of his own, "It is like drinking a morning pastry…"

"Oh my god, you're right! It _is_ like drinking liquid pastry!" Makoto realized.

"I hope the others are having a nice time learning about Christmas," Noel spoke, drinking hers.

* * *

"Oh now this is perfect," Max spoke, examining a tree before he grunted, pulling a Blackbear cub off the tree as he put it down on the ground, "Hm...Just slight scratch marks, but otherwise perfect." he went on as the cub began chasing around the girls.

"Ahh! Magister, why?!" Mai yelped.

"Oh come now, girls. It's just a bear cub," Max chuckled.

"But we don't want to use force on it either!" Tsubaki added.

"He's kinda adorable!" Mai added.

"Oh relax," Max replied, picking the cub up, "Just pick him up and roll him on towards another tree." he laughed, doing so as the cub began climbing again, "Ben would often go alien and wrestle with them when he was ten."

"But what if the mother is nearby?" Kajun asked, "Bear mothers are pretty territorial, especially when they feel their cubs are in danger."

"Oh relax, kids. It's just a bear. You act like we'll run into a monster," Max replied.

"Magister, please don't tell us you wrestle the bears…" Tsubaki muttered.

"Oh don't be silly. I let Ben do that!" Max laughed, "I just tame them."

"...You…tame...bears…" Kajun slowly repeated.

"Just an old trick." Max laughed as he looked at the tree over one more time, "Ah yes. A perfect tree for the HQ! Time to commence the chopping."

'_What we wouldn't give for Makoto to be here…' _the trio of girls thought in unison.

* * *

"Wow, the malls are packed!" Makoto noted.

"Everyone's buying presents," Ben explained.

"On Christmas, you buy family presents, and some folks buy them for just anyone else in the immediate family and friends," Jenny added.

"There are also things like office Christmas parties where you do things like Secret Santa or a White Elephant gift," Ben added in once again.

"What's that?" Makoto asked.

"Secret Santa is a thing where you randomly pick a co-worker's name and have to get them a gift. But they can't know you got their name and you have to be anonymous." Ben explained.

"White Elephant is a kinda party game where everyone brings generic presents for the sake of a game where you search and trade gifts around for fun." Jenny explained the second one, "Don't expect to get anything expensive though."

"Yeah. Normally, the rule is gifts under twenty bucks," Ben chimed in.

"Huh...interesting," Makoto noted, "...Wait. Does it also mean you have to give the jerky co-worker a gift too?"

"If you get his name for Secret Santa, or if for White Elephant; he'll get something," Ben nodded.

"It's why we have those...to avoid dealing with them directly," Jenny smiled.

"You only have to try and spend on the people you care about," Ben laughed.

"Ahh...fair enough I suppose," Makoto nodded.

"...Um...Why do they call it a white elephant gift?" Noel asked.

"Thank the Southeastern monarchs in Thailand, Cambodia, Laos and Burma," Jenny replied, "They're considered sacred animals in those places because of a tale that Buddha's mother had a dream the night before giving birth to him. The dream depicted a white elephant giving her a lotus flower, a divine symbol of purity. For this reason, it was thought that white elephants were sacred, and laws were made to protect them from labor. Because white elephants couldn't be put to work, their maintenance costs were out of proportion to their usefulness. Modern day white elephants include kitchen gadgets that seem useful, but take up useful space in your cupboards and rarely get used."

"Eh?" Makoto gawked.

"Of course, it's not just about kitchen gadgets, it's one time where gifts are encouraged to be inexpensive or even re-gifted for the entertainment of the gift exchange rather than the usefulness of the gift itself. It is believed that this term got its more contemporary meaning from social gatherings as early as 1828," Jenny shrugged.

"So no get white ele-phant?" Robotboy asked.

"Only if it's a small toy or something that isn't a real one," Jenny assured.

"I understood nothing other then be cheap and have fun at the party," Makoto replied.

"Why is everything talking about a Black Friday?" Rook pondered.

"Considering today's the day after Thanksgiving, you're witnessing the insanity that is all day sales known as Black Friday," Ben noted, "I tend to do my shopping throughout the year to avoid this day."

"Why?"

"Because usually during Black Friday, a lot of prices are usually cut by...oh say 50 percent, 70 percent, all that."

"WHAT?!" Makoto and Noel exclaimed.

"A-buh-buh," Jenny held up a hand, "You also forget that some products are actually made with cheaper materials at this time, too. Meaning you have to come back and pay more for fixing or replacing something you bought or received that was bought today or in the next two weeks."

"And, there's also…" Ben began before turning into Swampfire and flicked a few seeds at a group of women fighting over a ruined dress, quickly catching them in the vines that grew from the seeds, "A large amount of violence over things." he sighed, "Excuse me for a second...Time to blast them with stink." he walked off.

"Wait, what's that? ...Oh my god!" Makoto covered her nose as Swampfire blasted gas from his hands that began knocking people out.

"Mornin', Ben," a mall officer greeted, wearing a gas mask as he and several others began to cart off the knocked out people.

"Morning, Officer Chuck," Swampfire greeted back, "Black Friday's still insane."

"Oh, you know it," he chuckled.

"Gun on this one!" another officer called.

"There's always one," Chuck muttered, "Toss 'em into a closet and call Ross for pick up."

"Really need to do something about security checks on Black Friday," Swampfire scowled.

"Ah we're just glad we have you, Ben!" he laughed, "Almost don't mind the methane smell given how easy you make the job."

"Sorry 'bout that. It's kinda my easiest method of knocking people out without you know…"

"Oh no, we get it. That's why we sprang for the gas masks last year," he tapped said mask, "These things are like a dream, I tell ya. The Mrs. still complains of the smell on the clothes though." he shrugged.

"No-el, Mako-to is down," Robotboy noted, poking Makoto's foot as she twitched on the floor.

"Oh dear…" Noel whispered.

"Blaaarg….." Makoto groaned.

"Well...now I know that Makoto's sense of smell is really strong, so…no perfume for her for gifts?" Jenny noted.

"Hai," Noel nodded as Robotboy poked Makoto's foot once more.

"Noted," Rook spoke.

* * *

"Alright. Easy now, easy...Jenkins, lift it higher there!" Max ordered as several Plumbers pulled on ropes on pulleys to get the tree up, "B'jor'k, lower that leg and go to the restrooms!"

"And this is…?" Mai asked Blukic and Driba as they sat on a mounted machine gun colored like a candy cane, both wearing a santa hat.

"Tree light gun," Blukic replied.

"Magister Tennyson had us build it a few years back to make decorating the tree easier...and more fun!" Driba added.

"...And no one's gotten injured by it?" Mai asked once more.

"Nope...Well, there was Manfredi and Johnson, but we don't talk about that."

"Yes, we do."

"No, we don't."

"Yes, we do."

"No, we don't."

"Tsubaki, get the bucket of water over here so we can keep the tree healthy!" Max called.

"Yes sir!" Tsubaki called out as she carried over said item.

"I have it," Kajun spoke, looking at her tablet, "He could not be able to survive with all this."

"What now?" Mai asked.

"His snaking on the job," Kajun replied, "If Santa takes two bites of each cookie served around the world, he consumes roughly 336,150,386 cookies. As you probably know, Santa Claus doesn't always finish his glass of milk, so that means he drinks a little less than a million glasses, but the amount that's served would fill an Olympic pool nine times over. He'll have consumed just under 40 billion calories," Kajun explained "And all those side-effects from that! Overstressing the digestive system, high long-term damage to the liver, spleen, and pancreas, a massive increase of a heart attack, and oh so much more!"

"Hmm…" Max nodded, "Okay, I see your point, but...counterpoint kiddo...Makoto's diet."

"?!"

"And another counterpoint," Mai added as a Perk Gourmand Plumber walked by while eating a scrapped vehicle's engine like a snack.

"..." Kajun's eye twitched.

"Kajun, I know you love logic and reason above all else, but kiddo? It's just a silly fictional story we tell kids. I mean, if you want to make sense of it, just think of it all as magic." Max explained, "But again, it's not real and the time with me and the kids were all magic shenanigans, too."

"...Right. Right," Kajun nodded as she walked off, "Just a story…"

"...She's not gonna give up, is she?" Max asked.

"I think she'll give up when we get back to the house and someone gets inside after she locks up everything including the fireplace with a bag of presents on them," Mai noted.

"I really wish she'd give it a rest and join in on the fun with us," Max sighed, "Hehe...To think I'd get more and more kids to take care of at this age."

"Ahhahahaha!" they looked up to see P'li at the top of the tree, the pants of his uniform stuck on a branch, "A little help please? It's giving me a wedgie~"

"I wish it was just you girls some days." Max sighed, facepalming as he grabbed the axe from earlier, "Better hold still, P'li! Been a while since I've done some ax throwing."

"Eep," P'li squeaked.

* * *

"Okay, Robotboy, this is really important," Jenny noted as she and Robotboy stood outside of the house with several boxes.

"What is it?" Robotboy asked as Jenny opened a box and pulled out a bound line of green-covered wiring with multiple tiny lights plugged into it.

"We are going to be decorating the exterior of the house with these Christmas lights and decorate the yard with the other things we bought," Jenny replied.

"Mm," Robotboy nodded as he ignited his feet and floated up; he grabbed one end of the lights before giving a thumbs up.

"Alright. Ready...go!" Jenny cheered as the two began flying around the house at high speeds.

After a few laps around the house, the two stopped and looked at their work. Jenny pointed to a few spots as Robotboy saluted and the two flew back and began fine tuning their work. The two met up and smiled at the house now fully decked in Christmas lights which lit up all at once, before lighting up in patterns. Jenny smiled proudly as Robotboy awed at the effects.

"Pretty, isn't it?"

"Yes! Ve-ry pret-ty!" Robotboy replied before tilting his head at one of the inflatable Santas on the lawn riding a sled with a Rudolph pulling it, "Who is he, Jen-ny?"

"Hmm?" Jenny blinked before looking in his direction, "Oh! That's Santa."

"San-ta?"

"Santa is a magical man who lives in the North Pole," Jenny began, "He lives in a workshop with a lot of elves who make toys for all the good little boys and girls." she went on as she began scanning the lawn to see what to put where, "Every year on Christmas Eve night, he flies around the earth and deliver those presents to all those boys and girls. But only if your nice, cause if you're naughty, then all you get is a lump of coal."

"What is naugh-ty?" Robotboy asked.

"It means bad, you do nothing but bad and mean things to people," Jenny explained.

"Oh...like Kamikaze?"

"Exactly."

* * *

"ACHOO! AHH! CONSTANTINE! GET IN HERE! I SPILLED HOT CHOCOLATE ON MYSELF!"

"I shall get the burn cream…" the man sighed as he lowered the heat on the stove so his cooking would not burn.

* * *

"Why Santa do this?" Robotboy asked as he and Jenny sat on the roof.

"Hm...I don't know Ro…" she replied, "I think Santa is just the perfect example of nice; he gives everyone in the world a present and makes them all happy."

"Huh...cool," Makoto noted, overhearing the conversation from the window as she finished setting some decorations up, _'If that's the case...I can name QUITE a few people that deserve to be on the Naughty List…'_

"Why did you have me get a pinecone?" Rook asked, holding up a pinecone.

"Put it in the tree stand and I'll show you," Ben replied.

"...Very well," Rook nodded as he did so.

At that, a flash of light replaced Ben with Swampfire. He aimed his hands and shot a steady stream of gas from his palms. The gas was absorbed into the pinecone as it began to rapidly grow and age into a sapling, and then into a young tree before fully becoming a mature albeit house friendly pine tree. Another flash went off before water filled the basin of the tree stand thanks to Water Hazard before he changed back into Ben.

"And now we have the Christmas tree," Ben grinned, "Noel, has the popcorn popped yet?"

"It's still counting down," Noel replied, "But, um...Why did you give me a needle and thread? And why did we buy red and green candy spray?"

"Teaching you something Mom taught me," Ben replied, "How to make a line of popcorn to decorate the tree with."

"We put food on a tree?" Rook asked, "That does not seem safe, especially if the food were to expire."

"Kinda seems like a waste of food to me," Makoto added.

"It's popcorn. We coat it in the candy spray so it doesn't go bad," Ben replied, "Plus, we also have candy canes to put on the tree."

"Okay, I'll admit it sounds a bit better," Makoto admitted.

"Mmm...Oh! What if we dunk the popcorn in sweet and sour sauce before coating it?" Noel asked.

"Noel, no experimenting with the popcorn until _after_ we make the line," Ben warned.

"Ah~" she complained.

"And it's not for eating…" he reminded, "So do it like the instructions say. Otherwise...well...there is no otherwise...just do it like it says, please."

"Oh okay…" Noel sighed.

"...You can make another line however you want it to after you make this one, fair?" Ben asked.

"Okay!" Noel cheered.

"Remember...not for eating," he teased slightly.

"You seem extra giddy," Makoto noted.

"Of course I am," Ben replied, "Noel's the second person I know aside from myself having a birthday in December."

"...Huh?"

"December 27," Rook noted, "It's on…"

"On his file, right, right, right," Makoto waved him off, _'Hoo boy...Gonna be a _lot_ of work for me on present shopping.'_

* * *

"Hey, Magister! Someone got to the brownies in the fridge!" Wilhelm called out.

"They're all gone! Even the special Christmas ones!" another Plumber officer added.

"Hmm?" Max raised a brow at that, pausing from putting some stuff on the tree, "That's odd…"

"Perhaps P'li had them…" Tsubaki mummered, a hand over her mouth before wiping something from her lip.

"But...P'li's over there…" Mai spoke, pointing to the trapped alien Panda as his team mates tried to untie him.

"How?" several of them asked.

"The gift wrap...it's evil...and alive!" P'li cried.

"Oh come on. It's can't be that bad," Ma'antis noted as he tugged only to be snapped back into the bindings...where he was now stuck to P'li's behind upside down, "I take it back! It's alive, evil, and P'li you better not have had any beans!"

"No...Wait. Do chimichangas have beans?"

"AHH!"

"Ugh...Honestly…" Razorclaw sighed, pinching the bridge of her nose.

Max laughed, "Ah, that takes me back to when my boys were still kids and got tied up in Christmas wrapping. Still have the videos of each time that happened, too. Even have a couple of when this happened to Ben and Gwen, too."

"That sounds hilarious and adorable," Mai spoke.

"Oh, those times were," Max chuckled.

"Soka...e-excuse me. I need to check something in the kitchen," Tsubaki stated as she walked off, moving past Kajun.

"...oh dear," Kajun whispered in realization, "I see what's happening now."

"Hmmm?" Max raised a brow at that.

"Mai, remember when Makoto won that contest for that all you can eat chocolate in that one candy shop?"

"Yeah, wh…uh oh," Mai paled in realization.

"Magister, is there a code for getting someone pinned and put into a straightjacket for their own safety?" Kajun asked.

"Oh, that's Code 23-19," Max explained, "Wait...my Grandpa senses are tingling...what's going on?" he put his hands on his hips and gave both Mai and Kajun the 'Stare' that all parents have.

"Just a quick moment," Kajun noted before inhaling, "23-19! TSUBAKI YAYOI! 23-19!"

"Eh? What's going-KYAA!"

"Tsubaki goes a...um...a _little_ crazy when there's a lot of chocolate," Mai explained, trying hard to ignore Tsubaki shouting and barking as Plumbers tackled her with a straightjacket on hand.

"I heard that! I do not go crazy over chocolate!"

"It's unhealthy!" Kajun and Mai argued.

"Kisaragi-senpai told you about your obsession, and yet you kept doing it!" Mai added.

"...And you're sure this is needed?" Max asked, "I mean this is Tsubaki…"

"Once Makoto won all she could eat chocolate," Kajun explained, "Tsubaki learned this and the entire academy city nearly flooded with chocolate sauce."

"Excuse me if I find this hard to believe given how things normally go with you girls…" Max sighed.

"Patting down the 23-19," a female Kinneceleran Plumber informed, momentarily becoming a blur before she now had a large platter of brownies, chocolates, and even a tub of chocolate ice cream, "This was all in just one pocket that was lined with a freezer attachment."

"...Control yourself, Tsubaki...con...trol yourself…" Tsubaki muttered, her eye twitching.

"Hey! Those are the Christmas brownies!"

"Well I'll be…" Max muttered, "I guess all you kids really are alike!" he laughed, "But...I can't really just allow her to get away with this sadly…if just for her own sanity..."

"Just be thankful Halloween passed," Mai and Kajun deadpanned.

"Alright, Tsubaki, I'm putting you in the isolation room to...well I guess detox. And after that, you are grounded, I guess," Max laughed.

"WHAT!?"

"Don't you fight me on this," Max argued, "Come on with you, to the isolation room." he ordered.

"HAH?!"

* * *

"...I feel like I'm missing something hilarious, but at the same time worried that Tsubaki is possibly relapsing on her chocolate obsession," Makoto said out loud.

"Tsubaki has a what?" Ben asked.

"Oh no...I really hope she didn't relapse," Noel whimpered before shivering, "I can still feel the white chocolate in the bathtub…"

"I...feel like I'm missing some context here," Ben sweatdropped, "I mean...Tsubaki Yayoi, as in Ms. Follow-everything-by-the-rulebook-and-being-prim proper...has a_ chocolate _obsession?"

"Addiction is more accurate," Makoto sighed, "I thought it would be nothing. That she just loved chocolate a lot...but how wrong I was. I won this contest for all you can eat chocolate, and before I knew it...she was hunting me…" she shivered at the memory.

"It...It couldn't have been tha…" Ben began.

"The chocolate sauce flooded the school, Ben. The entire school that was made on a _mountain_!"

"...Um...For refere…" Rook began.

"From the maps of today, it's Mt. Everest that will become the academy city," Noel replied.

"...Okay, so hide the chocolate," Ben blanched, "And no one tell Tsubaki about the advent calendars with chocolate we bought."

"Done!" the girls said quickly.

"Also no Christmas Fudge," Ben added as he took out his phone, "Better tell mom incase she decides to drop something off...no chocolate…"

"Can do!" Noel nodded quickly.

"...By the way, how's Jenny going with teaching Robotboy about Christmas?"

"I believe she and him are looking at something called 'Christmas specials,'" Rook answered.

"Ahh...Well those should be good t-"

"AHH!" Robotboy and Jenny's voices screamed, causing the group to run in and see the duo hiding behind the couch.

"Why would they put that in a children's cartoon?!" Jenny exclaimed.

"Oh! What happened?" Noel asked, running over before looking at the screen, "EEK! What is that big thing with all the teeth?!"

"Oh, the Bumble," Ben noted.

"No! Not Bum-ble! Abominable Snow Monster!" Robotboy screamed as he prepared to transform.

"No no...no no…" Ben stopped him by grabbing him under his arms, "A: it's not real, B: just keep watching the movie; it gets better. If not, I literally have a dozen better movies," he sighed handing Robotboy over to Noel, "Noel, this has a romance plot in it."

"Romance?!" Noel gasped in glee.

"Yeah, I figure you'll enjoy that part," Ben smiled, "I mean, there are tons of Holiday romance movies. Mom says she has a channel that runs nothing but them during December."

"Which?" Noel asked.

"I'll tell you once you finish this movie," Ben replied.

"Mmm…" Noel pouted at that.

"Showing you guys these Christmas movies will sure help with context," Ben sighed, "I hope Grandpa thinks of this."

* * *

"I have to admit...That was a pretty cool song sung by those two," Mai noted.

"That's Rankin and Bass for you," Max chuckled, "Best claymation in my opinion."

"The Monster from that last movie was kinda scary." Mai spoke once more.

"Oh yeah. They do that," Max nodded.

"...I...no Kajun...Don't try and think about some of those…" Kajun muttered, slowly lowering her pen.

"Kajun you need to relax…" Max sighed, "This is Christmas, a time for you to be happy for all that you have and all the people in your life."

"I am, Magister," Kajun assured, "And I am attempting my best to not question these films."

"It helps I'm holding her calculation hand," Mai joked.

"Good call," Max smiled before looking over at a screen, "How's the detox?"

=LET ME OUT OF HERE!= multiple thuds went off.

=...I'll let zat be ze answer= a Merlinsapien in a doctor's coat and Plumbers' uniform deadpanned, standing by an iron door with the word 'DETOX' displayed on it in a holographic display.

=I DO NOT HAVE A CHOCOLATE ADDICTION!=

=Someone threw out a chocolate lava cake…=

=WHERE?! THEY MUST PAY~!=

=...Right…= the Metlinsapien rolled his three eyes.

"Sadly, this was what Kisaragi-sempai had to do, too," Mai cringed, "But with more her being stuck in a block of ice and her head exposed instead of a padded cell."

"...Okay, Tsubaki will need to be on duty the day I invite everyone to my RV at the RV Park for the annual Hot Chocolate Contest," Max muttered under his breath.

"The what?"

"Oh, it's where we make hot chocolate from all kinds of things and have people guess which is the normal hot chocolate mix and which has an extra ingredient or two," Max chuckled.

"Oh, that sounds nice," Mai smiled, "Too bad Tsubaki can never come."

"I know I'll invite the others," Max smiled, "Everyone but you know who and a few Plumbers who are allergic to chocolate. Now who's up for the next film?"

* * *

"Why shi-ny paper?" Robotboy asked, holding up a tube of wrapping paper.

"It's to hide what present you're giving to someone," Ben explained.

"Why hide?" he asked.

"So it's a surprise," Ben smiled, "That's part of the fun, Ro. You don't know what it is. You won't know if it's the thing you most wanted or not. It's a fun surprise as long as you wrap it right, otherwise you just cover it in paper and can tell exactly what it is."

"Sur-prise? Robot-boy love sur-prise!" Robotboy beamed, "Want to wrap pres-ent!"

"He's really starting to enjoy Christmas," Jenny noted with a giggle.

"It has that effect on kids," Ben chuckled

"I know my little sibs would," Makoto added with a chuckle...before a sad sigh escaped her lips.

"...you okay?"

"Yeah. Just...peachy…." Makoto sighed as she walked off.

"Missing her family?" Ben asked Noel.

"Yeah, Makoto and her family were really close," Noel nodded, "All this talk of family and coming together must be...hard."

"Guess that's my B…"

"No, it's mine as well," Jenny noted, "But I can relate." she walked off after her, "I'll go talk with her."

"...Hang on. I have an idea." Ben spoke up as he picked up Robotboy.

* * *

Makoto's ears perked as she heard the door creak open. She turned around on her bed and blinked as Robotboy's head peeked over her bed so only his eyes and upper portion of his head was visible.

"Makoto...okay?" he asked, tilting his head.

"...Kinda…" Makoto replied with a small smile, "Just...really miss my family."

"Robotboy feel sad for Makoto." he replied, his horns drooping slightly to emote as such, "But...why Robotboy feel sad though?"

"Ah well that's sympathy there, Ro," Ditto spoke, appearing next to him causing Makoto to jump a bit from not seeing him come in, "It means you're feeling what Makoto feels."

"Oh…"

"...I see what you're trying to do Ben, and I appreciate it. Just..." Makoto paused as she hugged her tail, "My family...I just really miss them. I mean...they must think I went MIA...or worse...or even worse, the NOL found out about me being a double agent and is trying to arrest them for being related to me...and even if they appeared here in the past, I don't even know where to look for them…I'm just..." she paused as she began to tear up, "I'm just really scared for them...I really want to see them again..."

Robotboy and Ditto shared frowns with one another.

"...Hey Makoto?"

"What…?" Makoto asked as she looked up.

"My my...it is as bad as you said," a third familiar voice spoke, "I suppose during this time of the year, everyone is concerned with family." the voice of their time walking friend went on, "It was good of you to use Clockwork to contact me, Ben."

"Gah!" Makoto yelped, nearly falling off her bed had Ditto not made duplicates to catch her.

"Hey, Professor!" Ditto Prime greeted.

"Ah! Where he come from?" Robotboy asked in surprise.

"No transforming," Ditto 2 warned, "He's a good man."

"Why hello there, Robotboy. This must be the first time we've ever met now, hasn't it?" Paradox smiled, "Have you been a good boy this year? If so, I know Santa will leave you a great present this Christmas. I should know,"

"Hakase!" Makoto gawked.

"Ah right right. I'm here to help you, Makoto my dear," he replied as she stood back up.

"Me?"

"Well of course, my dear. The moment Ben told me about how you must miss your family, well I dropped everything and rushed here to help you," he mused, "If you don't mind, my dear girl, I'd like to hurry a little...Pandimensional Demons are tricky to distract for more than a few decades."

"And guess who he left to distract those things?" Ditto 5 groaned.

"...Is that why you're Ditto?" Makoto asked.

"No. We went Ditto to try a cheer up with cuteness," Ditto 3 replied, "Your floor, Professor."

"Right then," he smiled, "Makoto, I'm afraid due to my own rules, I can't just woosh your family here before your very eyes." he sighed sadly, "But I can ease your worries ever so slightly," he held out a pocket watch, "Hold this and think of your family with all your heart...and it will transport us to the era in which they live." he smiled.

"?!" Makoto's eyes widened at that, "...a...are you serious?"

"While I love a good chortle now and again my dear, I would never lie to you about such an important thing like your family. Just consider me your ghost of Christmas...eh...Time." he chuckled.

"..." Makoto said nothing as she looked at the pocket watch, the tears dying down in her eyes a little as she thought it over. Taking a deep breath, she closed her eyes as she held the pocket watch tight, the thoughts of her family strong in her mind.

"...uh...nothing's happening," Prime Ditto spoke.

"Huh?" Makoto asked as she opened her eyes, "Professor?" she looked at him.

"Well two theories: either you consider these ragtag of loving hellians your family...or?" he mused, "Or maybe your family is literally...here, in this timeline." he winked.

"?!"

"And who knows...mayhaps the families of your friends could be here in this timeline as well," Paradox added with another wink of his eye only Makoto saw.

Makoto let the information sink in as she blurred forward and hugged the time walking friend of theirs.

"It's a Christmas miracle!" Prime Ditto cheered.

"Yay!" Robotboy cheered.

"Zzzz…"

"Five, wake up," Ditto Four hissed, "You are ruining a tender moment."

"He didn't drink the hard eggnog we brought if this didn't work, did he?" Three whispered.

"Oh man...this is gonna hurt so much…" Ditto 2 groaned.

"Zzzz…"

Ditto Prime facepalmed, "What a buncha mooks I've produced."

"Hahahaha!" Makoto laughed.

"Well I'm glad you're happy," Ditto Prime sighed, "I'm gonna have to deal with the headache all day…"

* * *

"Mmm…." Tsubaki mummered, a muzzle on her mouth as she walked beside Kajun and Mai.

"It was the only way Magister Tennyson would let you go," Mai sighed.

"Mmm…"

"Well least you don't look like Nezuko from Demon Slayer."

"Mm…"

"I know...just felt like something Makoto would say…" Mai admitted.

"MMM!"

"We can't take it off yet!" Mai complained.

"Mmmm…"

"No matter how much you glare, I can't!" Mai cried.

"Well, at least we're almost home," Kajun noted, "Hopefully things are...just as...we…"

"Kajun?" Mai pondered as she turned the corner and blinked twice, "Oh. That is a lot of colorful lights and Santas on the lawn...and roof...and on the windows...and hoo-boy that's a lot of different colored lights and shapes. And...and why is that one green, furry, and have his sleigh pulled by a dog with an antler tied to its head that I just wanna squeeze and cuddle and it's so cute?"

"Mmm…"

"Why are you immediately blaming Ben? It could've been Jenny for all we know," Mai argued, "Or even Robotboy. His creator could've taught him Christmas before he gave him to Noel for all we know. ...This is about your detox, isn't it?"

"MMMM!"

"Oh, girls! Welcome back!" Jenny beamed as she walked up to them, her pigtails reshaped to make a Santa hat on her head, "You sure missed out on a lot and-and-and what happened to Tsubaki?"

"Turns out, one of the new recruits learned how to make ramen noodles out of chocolate," Mai explained, "And did not think of cooking in a place that didn't have ventilation connected to the Detox chamber Tsubaki was in."

"You can't blame him for that. Blame the ones who designed the ventilation system," Kajun replied, "And Tsubaki lost her pay for the rest of the month due to the cleaning bill that followed what she did when she smelled the chocolate noodles."

"...Jumpin' jimminies," Jenny gawked.

"Mmm…"

"So she's confined to the house for two weeks," Mai shrugged.

"Oof. That sucks," Jenny cringed.

"Tsu-ba-ki did bad?" Robotboy asked, poking out from behind Jenny's legs.

"Yes, yes she did," Kajun replied.

Robotboy gasped, "Bad, Tsu-ba-ki! San-ta going to give coal now!"

"Mmmm~!" Tsubak whined at that, waterfall tears going down her cheeks.

"Let's just get her in," Mai sighed.

"Right," Jenny agreed as she picked up Tsubaki and carried her in under her arm.

"Have a good day?" Mai asked.

"Yep. Showed Rook, Noel, and Makoto a bit of Christmas stuff," Jenny shrugged, "You saw the decorations Robotboy and me did outside. And…" she paused as a blur went by her, shutting and locking the windows and doors, "Uh…"

"Alright, we're all here. I have locked every single thing in the house, including the fireplace. There is no probable way for anyone to be able to get inside while carrying anything!" Kajun declared.

"...Called it," Mai sighed, rolling her eyes and ignoring the mad cackle of Kajun.

"Hey, guys?" Kajun's cackle froze as she slowly turned her head to see Big Chill phasing through the fireplace wall...carrying several bags, "Why was the door locked? I had to go Big Chill to get the groceries inside."

"...I...buh...you...and the fireplace…blocked...and locked...and I was...and you were..."

"Oh, welcome back you th-why is Tsubaki tied up like she's going to a nuthouse?" Big Chill asked.

"Tsu-ba-ki getting coal from San-ta Claus for Christ-mas," Robotboy replied.

"..."

"...She went crazy with her chocolate obsession," Mai explained in a deadpanned.

"Mmmm…"

"I don't care what you call it; I'm saying what Dr. Shade told us you had," Mai replied.

"Mmm…"

"...Wow…"

"Yeah…" Mai slowly nodded, "...Where are Makoto and Noel?"

"I think I left Noel in the...kitchen…" Jenny slowly replied, "...excuse me," she handed Tsubaki over to Big Chill as she rushed into the Kitchen, "Noel wait! The figgy pudding sh-HOW?!"

"Hmm?"

"Y...you just put a strawberry on it and it got censored! Wait...what even is that?"

"What do you mean? This is regular pudding."

"...While she does that, I guess I'll take Tsubaki to her room to think about what she's done?" Big Chill offered.

"We need to check it thoroughly for chocolate first," Mai noted.

"Mmm…"

"We don't want another chocolate flood incident!"

"Mmm…"

"Oh don't try and drag Makoto into this. She…"

"She and Noel already told us about you flooding your academy with chocolate sauce when Makoto got that all you can eat chocolate thing," Big Chill informed.

"Mmm…"

"Okay...I'll just put her on the couch," Big Chill sighed, "Then we'll search her room thoroughly for chocolate and get rid of it."

"MMMM!?"

""Behave...you're supposed to be the mature one," Big Chill argued.

"Mmm…"

"Makoto would def-"

"Hey guys!" Makoto beamed as she hopped not the room, dressed in a red top with white puffs on the hem with a matching skirt, a pair of thigh-high socks both in green and red, and a par of red shoes, "Happy holi…" she paused when she saw Tsubaki, "...called it kinda...but still, happy holidays gals!"

"Mmm?!"

"What...exactly did we miss?" Kajun asked with a raised brow.

"What? A gal can't get into the holiday spirit?" Makoto asked with a smirk.

"Well, you missed mine and Jenny's explanation, a stop to a Black Friday Mall Riot that could've had bloodshed from gunshots, trying Eggnog, stopping Noel from making Eggnog, teaching them how to make a string of popcorn, going to a Hallmark…" Big Chill listed, "Need I go on or can I ask how did things go with Grandpa outside of Tsubaki's addiction?"

"Kajun trying to find the logic in Christmas?" Mai countered with her own question.

"You know Santa's not real, right?" Big Chill spoke as he covered Robotboy's horns with pillows, leaving him blissfully unaware of what he said.

"Magister Tennyson said that to us, repeatedly to Kajun," Mai replied, "But Kajun has issues with things not fitting logic...that explains why everything was locked."

"She locked...yeah. That sounds like her alright…" Makoto muttered.

"I got to try out this decorating machine gun Blukic and Driba made. It was so fun," Mai giggled.

"A decor-ahh~! Lucky~!" Makoto whined a bit at that.

"Don't worry. Given the Plumber HQ, someone's gonna burn down the first tree and Grandpa is gonna drag a team to get another perfect tree." Big Chill sighed, changing back, "Oh, I can meet the bear I wrestle every year when we find the perfect tree."

"Huh...cool," Makoto noted.

"We have a complicated Christmas since making aliens part of day to day life," Ben smiled, "But what Christmas isn't really?"

"Heh...when my family learns of it, it would probably get real complicated," Makoto quipped, "Dad trying to sneak some of mom's pies, Mekoto trying to sneak a peek at the gifts, the twins catching him in the act, Mikoto helping mom in the kitchen making so many nut themed recipes...heh heh...and then there's my second family...you guys."

"Aw~Thanks, Makoto," Jenny thanked.

"No prob, and I mean it too," Makoto added as she looked at everyone, "Ever since meeting Noel and the others, along with coming here to the past...you guys have become a second family to me...and I wouldn't trade this, and all the moments we've shared together for anything in the world."

"Oh, that's so sweet~!" Noel squeed, "I feel exactly the same way, Makoto!"

"Same!" Jenny added, "I mean...when I first woke up, I was afraid I wouldn't fit into this world..and yet you all helped me out with that and then some!"

"Aww…" Mai smiled at that.

"...D'oh~! Group hug!" Makoto declared as she pulled everyone into a tight hug.

"Sneaking…" Ben whispered as he and Rook tried to sneak off only to be caught and dragged into the hug, "And we're hugging!"

"Gh! Tight…" Rook grunted, "Very tight!"

"We have two robots and a Makoto...Of course it's tight," Mai grunted.

"Mmm…"

"How did you get out of the straight jacket?" Kajun questioned.

"Mmm…"

"...nevermind. I...I give up on logic for today…"

"That's the spirit," Ben smiled before flashing into Fourarms and grabbing everyone in his numerous arms, "That's the holiday spirit."

* * *

_GT: Well, this was a doozy thanks to scheduling conflicts._

_Z0: *sleeping in a hammock as Christmas music plays* I'm on vacation to regain all the energy I've expended over the year, *body glows at it absorbs residual holiday cheer to recharge* _

_SZ: Ahh...but yeah. We got another holiday chapter done in time for..well the holidays!_

_Z0: Merry Christmas...or whatever holiday you celebrate this time of year if ya don't celebrate Christmas. _

_SZ: Be sure to read and review guys and gals!_

_GT: Happy Holidays!_


	31. Vilgax must Croak

_SZ: *hides under a bunker, covered heavily in armor*...do not ask, but it involves Safi'Jiva from Monster Hunter..._

_Z0: *comes in covered in holiday attire* Ah I love this time of year! Hey SZ *walks over his bunker and into the kitchen* _

_SZ:...ahem! So yeah...we're getting back into the canon stuff for the Omniverse part of GSE...and we think it's about time for a certain galactic overlord to make his true debut._

_Z0: Time for legit plot! *checks the fridge* Oi...who drank my Eggnog?_

_SZ: Not me...I think it was Monokuma or Deadpool._

_Monokuma & Deadpool:*pokes heads in*Wuzzat?_

_Z0: *begins charging up as muscles grow in size* Be prepared *eyes flash yellow as a green aura explodes upwards* _

_SZ: NO WAIT!...*tosses Z0 a Black Eagle Charge Blade*use this..it'll really shock 'em to their systems. If not…*tosses Z0 a Safi'jiva call*use this. I...tested it and...it may work too well….*goes back into the bunker*_

_Deadpool: I feel like pain is gonna happen…thank god I can regenerate_

_Monokuma: Ha! Jokes on you! I got multiple bodies!_

_Z0: EGGNOG! *rides the Safi'jiva after them* _

_Deadpool & Monokuma: OH GOD!_

_SZ: 0.o….we own nothing aside from original content….begin ze story!*closes the bunker just as Safi'Jiva was about to unleash Sapphire of the emperor*_

_GT: *nowhere near the chaos* Ahh…*takes a sip of eggnog* I love eggnog._

* * *

"Gah...blast it…" Psyphon muttered, trailing around a darkened area within Undertown, "The deadline is tomorrow, and I've yet to hire anyone to go after Lord Vilgax like he instructed...and I barely scrounged up enough Tayden to hire anyone decent!"

"Keep it down! Some of us are tryin' t' sleep here!" one alien snapped from a window before slamming it shut.

"Do'h…!" Psyphon growled a t that, "What am I gonna do? Grr...Blast that Ben Tennyson! Blast that Ragna the Bloodedge! I…!"

"Ho~? Did I hear that right?" a new voice spoke, making him tense up as a hand placed itself on his shoulder, letting him seeing the obsidian-black dragon-like claws gleam a bit as their crimson-red eyes seemed to glow a little behind him,, "Did you say...Ragna the Bloodedge, twiggy?"

"...wh...what if I did?" Psyphon cautiously and nervously asked.

"Oh I know you did in your little rant...but if you're lying…" the figure grinned, aiming one of their claws at his neck, "I'd have to spill your blood all over the g-GH!?"

"Karai, behave…" another voice spoke as they pulled the first figure back, their azure-blue eyes seemingly glowing a bit in the shadows as they stood a bit taller than the first figure.

"Gah bitch…!" the now named Karai hissed as they stepped back.

"What is wrong with this planet…?" Psyphon muttered.

"But my sister does make a point…" the second figure stated, a serious look in their eyes, "Ever since we appeared in this world, we've been adjusting the best we can…"

"IE taking on bounties and all that shit…" Karai added.

"And when we overheard you mentioned ragna the Bloodedge...well perhaps we can cut a deal," the second figure continued, earning Psyphon's attention, "You need to hire someone to go after the galactic overlord Vilgax…"

"And you have some info on Ragna.." Karai added with a toothy grin, "We'll do the job...but on one condetion….money up front now…"

***SMACK!***

"OW! Aoiro you cunt!"

"Ignore her. She was dropped on her head…" the second figure/Aoiro stated as they held a paperfan in their hands, "But here is the deal...you pay us half the money for the job..and when it is done, you pay us the other half..._and _tell us where we can find Ragna the Bloodedge."

"I'm not sure why you want to find that lunatic but if it means you bug him and get him to leave me alone, I can't rightly complain." Psyphon sighed, "Fine it sounds like a fair deal all things considered. But I warn you...you'll probably end up dealing with a very annoying group of teenagers who are friends with Bloodedge…"

"We'll cross that bridge when we get to it," Aoiro assured.

"This might just be worth some actual effort." Karai smirked, "Well a deal's a deal!"

"Fine fine...honestly you bounty hunters can be pushy…" Psyphon muttered, pulling out some Tayden...before it was snatched right out of his hand, "GH!"

"Thank you, twiggy...I can use this to get a new guitar!" Karai laughed before the Tayden was grabbed out of her hand, "Ahh!"

"Not after last time…" Aoiro sighed.

"Ah you suck!"

"And you are a drain on our money...which is limited…"

"Hey! I'm a gal that likes to eat and rock out!...And party on the side."

"What did I get myself mixed up in…" Psyphon whispered to himself.

* * *

"So...where are we exactly transporting some of the more dangerous baddies in our jail here again?" Makoto asked as she and Ben walked through Plumbers HQ.

"Grandpa Max says they took that old ship we found the U-Bomb on and turned it into a sort of moving Alcatraz for all the worst of the worst." Ben explained, "We had something like that a while back, but it never could hold guys like the ones we're transporting today."

"Good thing we're sending Vexus there then," Jenny commented, "The less I see of her, the better. Plus..." she looked over at Robotboy in Noel's arms, "I'm scared of what she'd do to Robotboy."

"Moment she tries anything, she'll receive a high enough dosage to knock out a Decepticon," Tsubaki assured.

"Still we need to be careful." Ben spoke, "_He_ will be there to…" he frowned.

"Vilgax…" Makoto muttered.

"Vil...gax?" Robotboy repeated.

"From what I've been told...a really nasty bad guy Ben's fought a couple of times," Jenny informed.

'More than that," Rook spoke as he approached them, a notepad in hand, "Vilgax is amongst the galaxy's most powerful and deadly overlords. He's conquered worlds, slain many people that went against him, destroyed entire armies easily, and many more things I cannot say without causing the more weak will to lose their lunch."

"Yeesh…" Makoto cringed.

"In fact, the only people he's ever lost to in his centuries of conquest have been Magister Max Tennyson...and Ben." Rook added.

"I'm sorry Centuries?" Tsubaki asked.

"Yes. His race has a very long life span spanning several centuries if not Millennia." Rook explained, "We aren't sure how old Vilgax himself is...but he has been at it for well over two hundred years. And is still considered in physical prime,"

"...Eep," Noel squeaked at that, holding Robotboy close.

"But how did Magister beat him if he's so strong?" Makoto asked.

"Vilgax hasn't always been a...Monster. Before facing Ben he only has his species base most strength and abilities. Magister Tennyson bested him using superior tactics to strap him to a warhead which collided with his ship and exploded." Rook went on.

"Some time around when I fought him, his body was messed up and he turned himself into a roided out cyborg." Ben added, "None of my guys could scratch him when I was 10."

"So...all those times you fought him…" Makoto began.

"I got lucky at first…" Ben admitted, "But after a few more times fighting him, I began getting better and better at fighting him. He's the reason I'm so good at using aliens like Heatblast, Diamondhead and Fourarms. If I didn't master their powers...I'm sure he would have killed me ages ago. The only time I really had the edge over him was when I accidentally unlocked Master Control."

"...and all this...from when you were 10?" Tsubaki asked with wide eyes.

"Well someone had to do it." Ben replied simply as they stepped into the elevator leading to the lower floors, "I mean I was a hero, of course I had to fight the bad guy." he smirked, putting his hands behind his head.

"I think the fact a ten year old having to fight some galactic overlord is what is shocking us!" Makoto exclaimed.

"Your making too big a deal out of it!" Ben laughed, "I mean yeah he's scary on paper but to me he's just Vilgax! The alien I've been beating into the ground all my life!"

"It's true. According to reports Ben has beaten Vilgax as a Cyborg, empowered with the strengths and abilities of the champions of 10 worlds, and when he...and I quote: 'Backstabbed an interdimensional demon entity and stole all his powers making him near Omnipotent'," Rook added.

"I still say he was being a big baby...it was one tiny little stab…" Ben shrugged.

"...wow," Jenny blinked at that, "From all that...it makes Vexus seem like a mouse compared to Vilgax."

"True, but Vexus is still dangerous in her own right," Tsubaki countered.

"I still say your giving old Squid face too much credit...I mean he lost to me when I was 10!" Ben laughed, trying to cheer them up just as the elevator doors opened, "I mean...who loses to a Ten year old!?"

"Uh...Ben?" Makoto began with wide eyes.

"What?" Ben blinked as he looked forward, jumping a bit at what...or rather _who _he saw before hi, tied to a metal table with beams of energy acting as straps.

"Tennyson…" the large hulking alien before them growled, their red eyes glowing menacingly as they shot Ben a death glare.

"Vilgax…" Ben spoke.

"You look well...I see you have slept well while I've been imprisoned." Vilgax spoke before noticing the others, "So the rumors are true...you have a new group of stragglers following you around."

'_Holy crap...this..it..it feels like I'm being stared down by a bloodthirsty beast ready to strike at any moment…' _Makoto thought, her tail sticking straight up.

"I've slept good...how's the scar?" Ben countered.

"I still can't believe you actually stabbed me." He laughed...which alone sent shivers up the others' spines.

"Hey. Someone had to stop ya," Ben quipped.

"Yes...I look forward to the trip...I can't wait to...Catch up." he chuckled.

"Alright Chuckles move along." Ben sighed.

"How is Ben not scared by that thing…?" Makoto whispered to the others.

"I think...from all the times he's faced him, he sorta became immune to it," Tsubaki guessed.

"I guess fighting an evil overlord will do that to ya…" Jenny spoke.

"Hmm? Is that Jennifer I hear?"

"Speaking of which…" Jenny began as Vexus was carted over by a few Plumber agents, the former Cluster Queen encased in glass dome with bits of electricity crackling off it, "Vexus…"

"Honestly it's nice to see a familiar face. Being alone down here was rather boring…" Vexus muttered.

"Guess she didn't see Vilgax down the hall…" Makoto joked to regain her composure.

"Well honestly I heard growling, but thought it came from one of this planet's fleshbag beast," Vexus countered.

"Be thankful I am in these binds..." Vilgax growled a bit before taking a better look, "...you….you are Vexus of Cluster Prime…I have heard tales of you..."

"Well good to know someone else in this time knows of me…" Vexus noted.

"...Bad la-dy?" Robotboy asked Jenny.

"Hmm?" Vexus raised a brow as she noticed Robotboy, "...Why Jennifer, did you adopt? Decided to act your own age I see."

"Bleh...he's not like that." Jenny replied by sticking her tounge out.

"You guys are just gonna be 'fun' this trip, aren't you…?" Ben sighed.

"Hey. We had nothing to do down here. Cut us some slack," Vexus countered.

"Speak for yourself...I've done nothing but dream of what I'd do to Tennyson the moment I was free...hehehe...and it was a wonderful time." Vilgax laughed.

"...Okay. You I like."

"Let's go you two…" one of the Plumber Officers frowned as they began to push the two captured villains into the elevator.

'_Vilgax...such a terrifying creature…' _Tsubaki thought, cautiously eyeing Vilgax for a moment as the elevator doors closed.

* * *

"This is a delicate operation." Max spoke as final preparations for departure where underway, "Vilgax alone will attract his political rivals for control of the galaxy. But now we need to add the attention Vexus shall bring. If someones not here for one it'll be for the other."

"Political rivals?" Tsubaki asked.

"The Universe is in a constant state of flux over who controls what sections…" Max spoke, "Vilgax took over some of the biggest sections in his campaign of Ten worlds. All just to gain power to fight Ben he took over more sections of space than anyone ever has. Naturally more of his enemies who want those sections and their resources for themselves will take this chance to assassinate him…"

"So...we have to deal with bounty hunters coming after him!?" Makoto gawked.

"Most likely yes."

"Meaning…" Tsubaki looked at Ben.

"I have to protect him…" Ben sighed as he scratched his head.

"And me with Vexus…" Jenny added with her own sigh.

"I know it's tempting to think 'what if we just let them have them?'…" Max spoke, "But the sad truth is that if that happens...all those enemies would become more bold and start wars that could threaten millions of innocent worlds. The mere fact Vilgax alive is enough to deter them from trying."

"...then we need to make sure nothing happens to them," Tsubaki noted.

"You'll have some guards to help you out," Max assured.

"Well that's assuring," Makoto noted as two female Plumbers walked by them, helmets hiding their faces.

"Of course we'll have to ensure the two prisoners are on the ship. And the security system is activated." Max explained, "Once those two conditions are met, the prison ship will remain self sustaining. Keep them imprisoned within as it flies around the outer reaches of the known universe."

"Literally putting them aside and out of the way." Ben smiled.

"But still, we'll have to be extra cautious," Tsubaki spoke, "Who knows who'll be after both Vilgax and Vexus?"

* * *

"Mmm...Fribbit. It's so boring out here…" a female Incursion in a purple and white outfit muttered, sitting in her seat as she and her crew waited inside an Incursion ship within a small field of astroids. She then pressed a button on her arm rest, a busy tone coming out of the ship's speakers before someone picked up the 'phone', "All hail Lord Emperor Milleous, Light of the Incursion Empire, destroyer of entire galaxies, all living creatures tremble in yer…"

=Daughter of mine...= Milleous' voice began as a holographic screen popped up before her, revealing the Incursion Emperor =You cannot call me every time yer bored=

"Whatcha doin' daddy?" she asked in an innocent tone.

=You know exactly what I'm doin'!= Milleous stated as the screen showed an entire fleet of Incursion ships =I just surrounded Vilgaxia and demanded their surrender...can we talk later?=

"Boilin' oceans, raizing cities, laying waste to billions...I wish I could be there," she sighed.

=Oi...kids today...ya don't think strategic…= Milleous muttered =Dese Vilgaxians are tough, nearly as tough as us Incursions. Meaning as long as he's around, he poses a disincentive to givin' up=

"...So…?"

=So...first we do is demoralize 'em…= Milleos answered, earning a bored look from his daughter =...ugh...and how do we do dat, Attea?=

"To get rid of Vilgax, which is why you sent me all th' way out here…" she muttered.

=And with him outta da picture, their whole system falls apart=

"How'd you even know about him bein' transported anyways?"

=I has my ways…=

"..."

=...Okay. I had my boys rough up a Plumber to get da info out...and we's gonna be killin' two boids with one stone...turns out Vexus is also on dat transport= Milleous grinned.

"Vexus? As in the former Queen of the Cluster you used to tell me about in those stories you used to get me to fall asleep?" she raised a brow at that.

=The one and the same...nows' I'd like to off them myself, but if I ain't out here keeping these schmucks from screwing up something simple, then the whole thing goes down the drain!= Now if ya don't mind, I have t' broadcast another ultimatum…= Milleous stated, pulling out a mike as he cleared his throat =Ahem! Attention Vilgaxian scum!=

"Provided they get here sooner…" Attea muttered as the screen vanished ...and showed a large Plumber ship in the distance, "...Well. Talk about perfect timin'. SixSix! SevenSeven! EightEight! Get ready to bring me the heads of Vilgax the Conquerer and Vexus!" she ordered as she turned her seat around, looking at three armored figures.

"$ ?"

"...Don't be familiar with me," she frowned as she turned her seat back around, "You will address me as General or Highest Commander."

* * *

The Plumber prison ship slowed down as its destination was insight. A space repair dock was built around the old ship which once held the Anhilarg. It had been repaired to as close to decent conditions as it could get. The people who worked to do said repairs were already leaving as fast as possible before its new occupants were loaded in.

"I'm amazed at the amount of effort for just these two…" Ben spoke, "They decked the whole thing with EMP inhibitors so Vexus can't take control of its systems. And a fully automated food synthesizer so Vilgax doesn't starve…"

"How your compassion warms my cold heart…" Vilgax laughed, locked in a stasis pod, "Of course...if you wanted to end things, Tennyson...who would stop you?" he taunted, "After all...you and I are the strongest beings on this ship at the moment...who else but you could stand up and do anything to me?"

"Tempting…" Ben turned to face him, "But know what I'd like? To wave goodbye as you're left in solitary with the galaxy's craziest old psycho lady. You'll have to spend the rest of your days with the fact I won...and you never evened the score."

"Hehehe...So you can be cold and cruel?" Vilgax asked, leaning forward as best he could to have a staring contest for the universe's strongest glare of hate.

"It's a good thing he can't move...right...right?" a small insect-like plumber in a red uniform muttered, hiding behind a seat.

"No he can't," Tsubaki assured, "It's strong enough to hold even the strongest of Aliens outside of Celestialsapiens. The moment he tries to break out, it'll send a temporary paralyzing shot into his systems."

"Oh...good…" he sighed.

"Yeah, but the fact him and Ben are having a staring contest that looks like it'll explode anyone who walks in between them is still unsettling!" Makoto complained.

"Agreed," Noel nodded.

"Ben no act like Ben," Robotboy noted, "Is ve-ry weird."

"It'll be okay. We just have to get rid of the bad guys and Ben will be back to normal." Makoto assured, "Hopefully…" she whispered the last part.

"You say that like it'll be an easy job?" Vexus quipped from her containment pod.

"Like we need your lip right now," Jenny frowned as she glared at her.

"We are nearing the prison ship," Rook spoke breaking the tension slightly, "We need to be careful still. Once we enter the vicinity of the ship, jammers will block all communication and prevent detection. We shall be invisible to Plumber HQ."

"Air space seems normal, sir," one of the two female Plumbers spoke from a console.

"...You two seem to be new," Noel noted as she looked at the two helmeted Plumbers, "Did you recently join?"

"...We did, yes," the first one nodded, "I am Rio...the one sitting next to you is Rika. She likes to be _silent, _" she stressed just before the other could speak.

Rika pouted at Rio, "..."

"Yet you can also tell what she thinks from her expressions."

"Like Nezuko from Demon Slayer?" Makoto asked.

"Yes."

"Ahh...cool," Makoto noted...before flinching a bit when Rika stared at her for a moment, _'...Why do I feel like I need to take a really cold shower just from that stare she gave me?'_

"Hmmm…" Tsubaki muttered overhearing their conversation, she looked down at her digital clipboard as she noted something that made her eyes widen ever slightly, "That…"

"Hey...what's that?" Makoto noted, looking at Rika's monitor.

Rio raised her arm and punched Rika's shoulder, making her fall out of her seat while holding her now swinging arm.

"That would be something on radar…" Rio sighed punching her hand out and hitting Rika's arm again in the same spot.

"Yes it is." Rook spoke, "From the looks of it an Incursion cruiser. And its guns are aimed on us."

"Incursions...disgusting little squatters…" Vilgax groaned in disgust, "No doubt they want to do away with me to take over my home. But you'd never let that happen...would you _Ben_?"

Before Ben could retort, a blast hit the ship from behind, causing it to shake as everyone tried to find their footing.

"We just lost one of our engines," Rio spoke.

"They must be trying to prevent us from escaping," Tsubaki guessed, "Rook, charge teh deflectors."

"Doing so now," Rook answered as he pressed some buttons on the console.

"Will that take long?" Ben asked before another blast hit the ship, taking out one of the main engines.

"Unfortunately yes."

"I hate how things always go from bad to worse around you…" Ben growled at Vilgax.

"Hehehe…" he responded enjoying Ben's frustration.

"Can you get us close to the prison ship?" Ben asked Rook.

"Yes I believe so...if we are not blown to space dust first!"

"I'll hold them off then," Jenny spoke as she stood up, "You guys focus on getting to the prison."

"Meaning I need to drag them on a space walk…" Ben looked at the prisoners.

"Oh how fun, yard time." Vexus laughed.

"It will be hard to move these stasis pods through that much space…" Vilgax added a smirk evident in his voice despite the mask covering his mouth.

"Mmm...Robotboy help Jen-ny," Robotboy spoke, hoping out of Noels arms as he ran up to Jenny.

"Ahh! R-" Noel began.

"We can use as much time as we need," Tsubaki spoke, "Plus this will help him learn how to fight in space," _'But if those frogs hurt a single circuite on him...We're having frog legs for dinner tonight!'_

"...please be careful, Robotboy," Noel said to Robotboy, worry in her voice.

"Don't worry. He'll be with me," Jenny assured.

"Bringing a child to a fight? Oh how reckless j-" Vexus began before Robotboy banged his fist together, causing him to transform into his Combat form, "?!"

"That shut you up for once." Jenny smirked, "Come on Ro!"

Robotboy's response was to transform his arms into gatling guns as he walked off with her.

"...Don't even think about it," Tsubaki instantly frowned.

"Think about wh-" Vexus began before she was shocked, "GH~?!"

"You know what…"

"...me thinks Tsubaki's becoming too overprotective of Robotboy," Makoto whispered to Ben.

"I can't say I blame her...its borderline protecting a kid we all are raising…" Ben pointed out.

"Speaking of…" Tsubaki slapped Ben's shoulder.

"Ow!"

"That's for teaching him to cheat on his homework." she explained.

"He's a robot!" Ben argued, "I just pointed out he's connected to the Wifi!"

"It still counts!"

* * *

"Yer not gettin' away…" Attea frowned, eyeing at the fleeing Plumbers ship as it was nearing the prison, "Hit their engines one more t-" she tensed when the ship suddenly rocked, "What the…?!"

"We got two unidentified robots attacking us!" one of the Incursion soldiers there shouted.

"What?!"

"And they got a lot of fire power!" another one shouted as they began rocking more and more violentlt, "Primary weapons system...gone."

"What do you mean gone!?"

"Like...there are the left overs…" he pointed out the window as Robotboy yanked the cannons right off and spun around, "And here they come back!" he cried as the cannons slammed into the side of the ship.

"Grr...fribbit. SixSix, SevenSeven! Get rid of those two rustbuckets!" Attea ordered before teh ship shook.

"I think one of them heard ya…"

"Darn tootin' I did!" Jenny shouted from outside.

"What the…" Attea blinked before the ship shook violently again.

"And that was out main engine thruster Commander…" another grunt groaned.

"That's Highest Commander to you!"

"Ya know...I've seen and heard boys with less severe Complexes…" Jenny spoke as she blasted at the engines some more to ensure it would slow them down significantly. Robotboy aimed both hands as he unleashed a barrage of blasts to the ship to distract them even longer.

Robotboy turned to a hanger door that opened as SixSix and SevenSeven floated out. The two spotted him and began shooting only for Robotboy to swing his arms and deflect each blast away with the armor on his forearms. The two paused for a moment, only to realize that mistake as Robotboy slammed into SevenSeven, slamming him into the ship so hard he was dented into it. Robotboy swung his arm back and caught SixSix's arm before he could swing the energy dagger aimed at him. Robotboy's eyes narrowed as his anger only grew. SixSix deployed small arms which grabbed twin laser guns only to pale as two arms extended from Robotboy's back in the form of gatling guns.

"...Blitznak," SixSix whispered before he was pelted back by a barrage of energy bullets from Robotboy.

"Well..least we c-" Jenny began before she was tackled by EightEight, "Ahh!"

Robotboy looked up in concern as he caught SevenSeven's punch without looking. He looked back to glare at the Alien bounty hunter before punching him sending him slamming into the ship again. Robotboy spun around as he caught SixSix mid tackle and held him in a headlock, Robotboy then flew back and slammed Younger brother headfirst into Older brother. Robotboy pointed at them telling them to 'stay' as he flew off to help Jenny.

"Woah!" Jenny yelped as she dodged a punch from EightEight, "Okay...seems your more competent than the other two guys!" she grunted as she blocked a few more punches, the robot girl throwing a punch right at the female Alien Bounty hunter.

EightEight said nothing, dodging the punch as she pulled out two guns and began shooting forcing Jenny to fly around to avoid a direct hit. Jenny looped under the ship as EightEight stopped shooting, only to grunt as Jenny's arm stretched around the other side to hit the Bounty hunter. EightEight flew around and aimed to shoot again, only to blink and find her gone. EighEight looked around before looking up and grunting as Jenny's fist struck her sending her flying off and away from the ship. Jenny lowered down as she reverted from a flattened form she used to cling to the side of the ship and hide herself.

"Ugh...you have gotta be kiddin' me!" Attea shouted seeing how the fight was going.

* * *

"We have reached a minimum safe distance for a space walk between ships." Rook spoke as everyone put on helmets to supply them the ability to breath while in space.

The Plumber prison ship stopped a good distance from the platform used to repair the alien vessel. They were able to hook a line up to the construction platform to keep them from drifting off. A number of the team would remain to repair the ship for their return home. While the other team would take the Prisoners in and finish the mission as soon as possible.

"I'm not liking this…." Makoto spoke as she put on a helmet made just for her, to accommodate her ears.

"Me neither Makoto, but we have to make sure things go smoothly," Tsubaki argued as she put her own helmet on, "Rio, Rika, are the prisoners secured?"

"They are, Ms. Yayoi," Rio nodded.

"I'll carry them." Ben spoke dialing up an alien as he tapped the Omnitrix. The light made everyone flinch as a creature colored in total Red, he had long arms with a membrane connected to his sides, a long tail extended behind him. Black markings came down from his shoulders to the Omnitrix. A Golden crest formed from between his eyes finishing off the form.

"Ben, don't you need a helmet?" Makoto asked.

"Nah...Jetray can breath in space." he smirked.

"Neat...also careful. You're ego is showing again," Makoto smirked back.

"D'oh…"

"..."

"Meh. You get used to it," Makoto shrugged at Rika.

"..." Rio said nothing before grabbing Rika's hand before it could grab Makoto's rear, "_Behave!_" she hissed to her.

"Mmm…."

"Keep your libido in check and focus!" Rio hissed to her once more.

"Alright I'll fly them out, you guys keep up and catch up." Jetray spoke

"Oh inhibitor cuffs...how useful," Vilgax noted lifting his giant arms up, "I see...made of Cybertronian technology, meant to nullify special abilities to?" he noted, "Oh what's the matter...afraid I'll bite?"

"Most likely they're afraid you'll ring their necks," Vexus chimed in.

"No lip from the old psycho granny who jinxed us," Makoto countered, earning an eye twitch from Vexus, "Oh and don't try that old 'mind loosening these cuffs for me?' bit. Nobody here's stupid enough to fall for it."

"Oh...that's cute...you traded in the two originals for a like minded hybrid brat…" Vilgax noted.

"Careful whatcha say there, Vilgy. Makoto has a rather sensitive trigger to words like that," Jetray smirked.

"Oh...I'm just terrified." Vilgax turned to Makoto at that, "So what would happen if I were...to say it again?" he asked, his eyes glowing for a moment.

"She'd…" Jetay began before Tsubak smacked him with a paper fan, "OW!"

"Don't antagonize him further," Tsubaki frowned before looking at Makoto, his fist was shaking a bit, "And Makoto...calm down. That's what he most likely wants...for you to get angry enough to get him free."

"I see you kept someone smart." Vilgax spoke, "I applaud you, young one. But believe me...in the end, I care nothing for any of you."

"Come on you." Jetray complained, kicking Vilgax into the airlock.

"Oh so pushy." Vexus laughed.

"That goes double for you, Phixy," Makoto deadpanned as she kicked her into the airlock.

"Oh you..wait. That didn't even start with an 'V'."

"Explain Cermit with a 'C' then."

"Wh-that is not how names work!"

"Ha...turned it around on ya," Makoto laughed.

"Oh joy...Tennyson found his soulmate…" Vilgax gagged.

"Ugh...not that again…!" Jetray groaned, "...Noel don't even think about it!"

"Mmm…" Noel pouted at that, putting down her notebook.

"On my count we're opening the other side. Get ready!" Jetray ordered, as everyone tensed up and made sure their gear was working properly, "Open it!"

At that, the other end of the Air Lock opened as everyone was sucked out by the shift in pressure sending them all hurtling through space. Everyone activated the thrusters built into their suits and moved forward towards the construction platform. Jetray moved through an opening and towards the hanger to enter. He waited as the others finally made their way, since they couldn't fly through the vacuum of space at the speed he could. Once they made their way in, the doors closed behind them as the room's air and anti-grav systems activated, letting them fall onto the floor.

"Good...Life support is working fine." Jetray sighed dropping both villains, after doing so he flashed back to Ben to conserve energy in the Omnitrix, "Now...to put you two in your rooms...and never have to look at your sorry faces ever again."

"Huh...shame that then," Vexus noted, "Was hoping to see Jennifer one more time..and possibly get to know that little robot friend of y-GH~!?"

"Enough from you," Tsubaki frowned, lowering the button she was holding.

"Move it Octo-butt." Ben spoke pushing Vilgax.

"It's going to be lonely without you to Tennyson…" Vilgax laughed.

"And it's going to be peaceful for once knowing you w-" Ben began before a door opened...and Attea and her three Alien Bounty hunters stepped in, "...oh come on."

"Ya know...clever t' send yer little robots to stall us...but once one of 'em ran of out gas, it was easy to make the girl flee," Attea stated.

"Oh we forgot to fully charge Ro before we left…" Makoto remembered.

"Darn it…" Tsubaki groaned.

"Wait a minute...Attea?" Ben blinked, "The heck...last time I saw you, you were like...12 years old!"

"Wouldn't you like t' know," Attea countered, "But as much as I'd love t' spend some time talkin' after spendin' hours stayin' out here…" she held her hand up as SixSix, SevenSeven, and EightEight aimed their blasters at the group, "I'm gonna have t' nix both Vilgax and th' ol' bug queen there."

"Oh that's cute...the Frog Kingpin sent the little princess…" Vilgax laughed, "What's next, an army of assassins with cute gimmicks?"

Rika was about to say something before Rio elbowed her in the rib, making her wince.

"...Know what? Enough chit chat…" Attea frowned before snapping her fingers, prompting the bounty hunters to fire at the group.

"Yeow!" Makoto yelped as the group scattered and took cover...with the small green bug-like alien trying to flee before he was sent flying and tumbling.

"Crud!" Ben slapped the Omnitrix as he flashed to Swampfire, "I was going for Chromastone but hey. This works more than fine too!" he laughed charging fire as he blasted back.

"Thank god I haven't taken the helmet off yet." Makoto spoke.

"Hey. They hate the stink more then you." Swampfire explained, forming a wall of fire to cut them off.

"Hobble, are you okay?" Tsubaki asked as she looked at the small Alien.

"Ahh...actually it only hurts when i...gh! Breath…"

"...Ben, you and Makoto distract them. I'll start looking over the ship's files for anything we might use," Tsubaki ordered as she moved over to a nearby console on the wall next to her, "Rook."

"Already on it," rook answered, holdng a device as he plugged it into a similar console.

"Sure no problem!" Swampfire spoke as he grabbed a punch from both SixSix and SevenSeven, "Hey guys long time no see!" he grunted, "How ya doin?" he asked stretching his arms and pinning them to a wall.

"You know them?" Makoto asked.

"Only been after my watch since I was ten! Well...SixSix...this is his brother SevenSeven!" he said punching them both into the wall. He then jumped back as SixSix began swinging an energy saw at him, "Girl one's new though!"

"...Doesn't seem that bad," Makoto noted before yelping, quickly pulling her tail back when EightEight aimed at her, "Hey hey! Watch the tail!"

"Hey Tennyson, who's da rodent?" Attea asked, firing from a pair of purple blasters in her hands.

"Oh you did it now…" Swampfire spoke letting SixSix get his arm stuck in his body, "She's the last person you wanna make angry."

"So? Like I'm scared of a…" Attea began before tensing, nearly ducking under a tonfa thrown right at her before it boomeranged back to Makoto's free hand.

"I'll show you who's a 'rodent', Froggette," Makoto frowned as she charged.

Attea ducked under a punch from Makoto as the two squared off. Attea smirked as she swung to kick Makoto only for it to be blocked as Makoto raised her arm in time. Makoto smirked and grabbed Attea's leg before swinging her around and slamming her face first into a wall.

"Gh!"

"Told ya," Swampfire smirked.

"Not done yet!" Makoto shouted swinging Attea around and slamming her into EightEight.

The two scrambled to get up only to look up in shock as Makoto came down and punched them both into the ground once more. Sixsix and SevenSeven grunted as Swampfire punched them both repeatedly while his fists were lit on fire. The two grunted as they were unable to do anything to hurt him, their blasts and blades just went through his body. Swampfire grabbed both by the helmet and bashed their heads together. Makoto jumped up as her two enemies stumbled back to their feet, she smirked and rushed forward before flipping forward and swinging her leg kicking both and sending them flying. Swampfire clapped his hands together and swung his hands like a mace sending both Bounty Hunter brothers flying. The two pairs of enemies slammed into one another and fell as a heap to the ground.

"Gh…" Attea groaned as she looked up to see Swampfire's hand.

"Night night." he smirked unleashing a burst of gas into her face knocking her out.

"Don't let the catfish bite," Makoto added with her own smirk.

"Let's go. With any luck we can lock these losers in here with Vilgy." Swampfire smirked as he headed back to join the others.

"And ol' what's-her-face," Makoto added as she joined him.

"Ow…" Vexus muttered at that, "The youth of today are so cruel…"

"We have good news," Tsubaki spoke, "We think we can use the spare parts the crew left behind to fix our ships engine. And the stasis chambers are working to full capacity."

"Good. Worse comes to worse, I'll just use Upgrade to hold the ship together." Swampfire spoke, flashing back to Ben.

"One thing of note though…" Rook spoke, "The Chambers for both of them are situated in two different sections of the ship. Vexus has her own room which will nullify her powers. And Vilgax his own section meant to contain and feed him."

"So...we need to lock them up in different sections?" Makoto muttered.

"Yes," Rook replied.

"..." Ben sighed.

"What?" Makoto asked.

"We need...to split up...how cliche…" Ben sighed, "Alright, I'll take the sashimi platter with anger issues…"

"...Which leaves me with fake Cleopatra here," Makoto sighed, referring to Vexus.

"I thought flesh bags got less annoying verbally as they grew older," Vexus deadpanned.

"That would be a boring lifestyle," Makoto countered.

"...Rook, you and a small team go with Makoto," Tsubaki ordered, "I'll accompany Ben."

"I'll assist you while Rika goes with the other team," Rio offered

"Sounds cool to me," Ben smiled, "Just leave him to me." he looked at Vilgax.

"Oh how I've missed these moments." Vilgax groaned in annoyance.

* * *

"Yeesh...Those alien bounty hunters were tougher than I thought," Jenny muttered, flexing her arm as Noel held a deactivated Robotboy in her arms, said robot having taken a smaller form with his horns retracted into his head, "And me without any spare batteries on me. And that still surprises me that he runs off two C batteries."

"Moshimo-Hakase was really ahead of his time," Noel noted, "I was so sure I brought spares, too…" she sighed, "But I guess he'll have to sit out the rest of the mission."

"Either that or we figure out how to recharge them," Jenny noted, "Maybe we can plug them into something."

"Oh, if only Ben were here. He could power them back up as Feedback or Shocksquatch or..." Noel muttered.

"He has a lot of electrical aliens, doesn't he?" Jenny pondered.

"Huh...he does…" Noel realized.

"He's probably got a lot of fire and ice aliens, too," Jenny guessed, "...Think we can ask Rio and Rika what types of fire and ice aliens are out there?"

"Maybe...oh! That reminds me," Noel began as she reached for her communicator, only to stop when she recalled something, "...Oh wait. Comms are down due to the field surrounding the prison."

"Who were you calling?"

"Kajun. I wanted to ask her what those two liked."

"...Actually, I don't think I've ever seen either Rio or Rika at HQ until today…" Jenny noted.

"Well...they are new," Noel pointed out.

"Yeah...and yet they wore something only a high ranking Plumber Officer wore."

"...Eh?"

"You didn't recognize it? It had a different layout than a regular Plumbers outfit."

"..."

"..."

"...Jumping Jiminies…" Jenny whispered in realization.

"Oh no…" Noel sighed, "I guess we'll have to warn the others."

"Good idea! I just hope we're not too late..."

* * *

"So tell me, fleshbag, were you always born half rodent or were you a mutation or something?" Vexus asked with a grin, only to earn no response from Makoto, "...Really? You're playing the silence game?"

"I'm sorry what? I wasn't paying attention," Makoto smirked back, earning an eye twitch from Vexus, "See, rookie. You gotta let them think you were being silent to mess with 'em."

"..." Rika nodded as she stared at Makoto's back...mostly her rear.

"...You know I gotta ask. Are you and Rio sisters or something?" Makoto asked, "I mean...I noticed she's more like a big sis. You know? Tries to keep her little sib in control and stuff?"

"..."

"Bet I'm right, aren't I? Eh it's no big deal. I'm a big sister myself and tend to know these type of things," Makoto shrugged, "...I also notice when I see someone in disguise."

"?!"

"Yeah...I used to be in an Intelligence department, and one thing we learned there? How to wear a proper disguise…" Makoto stated as she turned towards Rika, "I also noticed you've been staring at my ass and I mean in a really uncomfortable way."

"..."

"Oh? And to think I was starting to hate this!" Vexus laughed.

"You stay out of it," Makoto ordered before frowning at Rika, "So spill...why are you here? Oh no wait...let me guess. You've been hired to axe Vilgax and/or Vexus, right?"

"...Mmm…"

"I'm right, aren't I?"

"Must...re...sist…"

"Huh?" Makoto blinked at that, unaware of Rika's hands twitching.

"Must...resist...must….must….." Rika muttered before she suddenly leapt at Makoto, hands reached out towards her chest, "GROPE~!"

"WHOA NOW!" Makoto yelped, jumping to the side and letting Rika fall flat on her face, "That's my joke, dang it!"

"Not my fault you have such a perfect pair, Mako-chan!"

"I…wait. What did you call me?"

"Mako-chan."

"...Wait a minute…only one gal called me that back at the academy...and she always..." Makoto trailed off as her eyes began to widen, "...oh no...NOT YOU!"

"YUP!" Rika laughed as she shot up and took her helmet off...revealing that she was Karai, who was a girl around her age with short raven-hair with an ahoge poking out the top, a rather perverse look in her crimson-red eyes, "HOO! Finally got that fishbowl off...I hate being fucking silent, damn it!"

"HOW!? I literally jumped backwards in time! You shouldn't be born yet...W-w-why are you here!?" Makoto ranted.

"Yeah not gonna lie...not sure," Karai shrugged, "In fact...me and sis should be dead after a little scuffle with a certain someone, and lo and behold! Alive and kicking as kick ass bounty hunters!" she laughed, "Oh, and if you think you'd seen the last of me after I got myself and sis expelled from the academy, think again, sexy!"

"AH! Why...Why now of all times when we are dealing with the scariest monster in the galaxy...oh and Vexus…" Makoto muttered her name.

"I heard that," the scarab-themed alien robot deadpanned.

"Heh...He wasn't _that_ scary," Karai scoffed.

"You jumped at the chance to get away from him, didn't you?" Makoto asked.

"Because I didn't want to deal with his ugly ass anymore," Karai scoffed, "But enough talk...how's about we begin where we left off? IE...me smacking that perfect booty!"

"Hmm...Yes, there's that and also...Rook!"

"Wha?" Karai asked before she felt two prongs jab into the back of her neck, "Oh...right...GAH!" she cried, feeling a powerful shock through her entire body.

"Wow...I think I saw her skeleton for a second…" Makoto awed at the amount of electricity surging into Karai, "Thanks, Rook!"

"It is what I do." he smiled, pulling the trigger and giving her another zap.

"Still...what is she even doing here?" Makoto muttered as she looked down at Karai, "She shouldn't even be born yet...unless...oh chestnuts."

"Hmm?"

"Alien X...I think it pulled her here…" Makoto realized, "...and if she's here...oh acorns."

"What?"

"If you hadn't popped in, Karai here...she can definitely hold herself in a fight…." Makoto explained, "..and if her sister's here…"

"I am following your logic." Rook replied, pulling the trigger once he saw Karai move zapping her a third time.

"...You stay here and watch those two! I need to hurry and find Ben and Tsubaki!" Makoto said as she ran, "See if you can contact Jenny or Noel!"

"I'll see what I can do," Rook sighed as he looked at Kara, who pretended not to move, "I am an older brother...You are going to have to try much harder than that to fool me." he smirked, pulling the trigger on the taser again.

"Fuck….you…" Karai rasped out.

"And me without oiled bolts," Vexus noted.

* * *

"Why the rush? It's not like you can't just stomp out those bounty hunters again," Vilgax taunted, "After all compared to me they should be easy...or are you showing them pity by letting them think they have a chance still?"

"Not playing this game, Vilgax…" Ben growled.

"I finally see why you never shut up...when it's all you have left. It sure does become appealing," he mused.

"Oh well you understand me, huh?"

"Oh Tennyson...I've always understood you," Vilgax laughed, "Surrounded by people weaker then you...Meant for more...why you have so much amazing power. Power that, by the way, you only have because of me."

"So you want a thank you?"

"No, I just wanted to say that you and I are not so different. The only thing I never understood was why do you abandon power?" he asked, "After you defeated me and stole the power of the Dagon, you far surpassed anything that device could offer. It seemed almost a shame when you gave Ascalon back to Azmuth and all that power with it."

"Is there a point?"

"Just that...who else in this world understands what it's like to have grasped amazing power...a god like power even if just for a fleeting moment," Vilgax leaned forward, "Did your team not know that detail?" he asked, "Oh yes...I'm sure you wouldn't want them to know that detail, right? Of course, not that they'd believe the great Ben Tennyson would ever willingly give up that kind of power."

"..."

"Don't let him get to you, Ben," Tsubaki spoke.

"I see your habit of letting women boss you around hasn't left," Vilgax mused.

"I am reminding him what is most important right now," Tsubaki countered, "And yes...such power can be tempting, but there is a saying...with great power, comes great responsibility. And while Ben has used the Omnitrix for...questionable things at times, he's proven to use the power given to him responsibly."

"Like what happened when you found out about the Advent Calendars and that only Makoto knew where they were," Ben joked.

"..." Tsubaki gave him an annoyed look.

"Responsibility…" Vilgax laughed, "I assure you...no one knows more of the concept then I."

"Like when you teamed up with Ben to save your home planet from Zs'Skayr and Ectonutires," Tsubaki stated, making him stop, "Yes...aside from what Ben has told me, I've studied up on you during the trip up here. It was an interesting read."

"Yes, my people are important to me." Vilgax spoke, "But I also refer to the responsibility the strong have to the world itself."

"Yes...and sometimes there are those who would seek to weaken that power by attacking the 'king'," Tsubaki stated, "Isn't that right...Rio?"

"?!"

"Wait what?" Ben blinked.

"Recall what Makoto had asked after Rio introduced herself and Rika?"

"Yeah. something about a demon Slayer. Why ask?...In fact what is Demon Slayer?"

"It's a manga...one that doesn't come out until 2016 with the anime not getting adapted until 2019," Tsubaki explained before shooting Rio a frown, "How would she know that if it hasn't come out yet?"

"Oh I don't like where this is going…" Hobble gulped as he and the few Plumbers there gripped their weapons.

"So wait something...only someone...from your time would understand." Ben said slowly.

"How did I ever lose to you?" Vilgax asked, "That plumber...is another assassin after me."

"...hmph. Clever, Yayoi-san...leave it to a member of the Student Council to figure it out," Rio chuckled a bit as she reached for her helmet, slowly pulling it off to reveal who she truly was.

"...Aoiro," Tsubaki whispered as she stared at the silver haired woman standing before her, who stared at her in turn with her azure-blue eyes, "Honestly I'm surprised to see you here...given the last we saw each other was when you and your sister got expelled from the academy."

"That was mostly Karai's fault…" Aoiro sighed before frowning, "But I'm not here to reminisce on old times…I have a job to do."

"?!" Tsubaki tensed as she quickly brought her shield out, barely blocking the slash from a katana Aoiro had pulled out, the blade having a azure-blue tint to it.

"Ahh! I was right!" Hobble freaked as he and the other Plumber agents prepared to fire...only for their blasters to suddenly be sliced in half, "GH?!"

"Don't interfere," Aoiro stated, keeping her eyes locked with Tsubaki as electricity began to crackle off her katana, making Tsubaki tense as she jumped back in time to dodge the electric slash.

"Ben, get Vilgax out of here!" Tsubaki shouted.

"Come on!" Ben complained pushing him.

"Oh...just as I was enjoying the thrill of combat." Vilgax sighed.

"Don't start!"

"Hobble, you and the others get back to the ship!" Tsubaki added, avoiding another slash from Aoiro.

"Really? Oh...well th-"

"And make sure the Incursions don't interfere!"

"D'oh…"

"You seem to have taken quite the command," Aoiro noted as she slashed at Tsubaki once more.

"It feels like I'm the only one who bothers too, both in and out of dangerous situations!" Tsubaki spoke pulling out her own sword as she got into a read pose, "And not to brag, but I am mentored by the best Magister of this time at the moment. So I can't back down until my team has made it to safety."

"Duly noted…." Aoiro said as she jumped back, putting her katana into a sheath as she got into her own ready pose, "Very well...let us see how you've improved since the Academy...Ms. Student Body Vice President."

"My patience and will has been tested a lot since I've come to this timeline," Tsubaki smirked, "Believe me when I say that I am more than prepared," she jumped forward and kicked the handle to Aoiro's katana, stopping her motion of drawing it, "And learned how to read all sorts of opponents." she finished as she kept her enemy from drawing her sword before thrusting a stab with her own.

Aoiro quickly sidestepped the stab before swinging her body around, making Tsubaki tensed as she brought her shield up to block a slash..only to grunt when she felt the scabbard of Aoiro's katana slam into her side, making her stagger back as she held her side.

"I've learned my own share of skills since the academy," Aoiro countered as she got into a drawing stance, "Such as this!" she shouted as she quickly unsheathed, unleashing an azure-lighting cutting wave at her.

"?!" Tsubaki tensed as she barely blocked it, the attack sending her skidding back. She then barely looked from behind her shield, her eyes widening as she saw that the cutting wave left a gash in the metal floor.

"Be lucky your shield is still intact," Aoiro countered, "Also be thankful it's just me you're facing...I doubt you'd be able to take me and my sister on at the same time."

"Probably...but if anyone can deal with her easily its Makoto and Rook." Tsubaki smiled getting back up.

* * *

"Please Space furry man...stop zapping me…" Karai begged while on the ground.

"Hm…" Rook pondered, "No." he pulled the trigger again.

"GAH! I mean it asshole! You zap me one more time, I'm gonna jam that thing up your ass and blow your brains out!"

"Oh is that so?" Rook pondered, "Well I guess I can finally take it off low…"

"Wait...what...ahaha...wait no...I didn't...GAAHHH!"

"I finally see what Ben finds so amusing in this. Oh look her hair has become what humans call...an Afro."

"I taste...zappy zappy…"

"Good crazy lady." Rook smiled cuffing her hands behind her back and then linking said cuffs to Vexus.

"Oh great...I'm now stuck with a fleshbag child with a foul mouth," Vexus groaned.

"Fuck you too...old hag…"

"H...HAG?!"

"Well that was easier than I thought," Rook noted, about to pull his communicator out before ducking under some laser fire, "...oh...right…" he muttered as he looked up, seeing SevenSeven and SixSix aiming at him, "I had nearly forgotten about you two…"

* * *

"Dang it...this place is like a Maze…" Makoto muttered as she ran around a corner, "Ben, where are ya?!"

"Ah!" Ben shouted as he was thrown down a hallway, "You know Attea, it was your own fault for getting greedy and trying to overthrow your dad. Hadn't done it...wouldn't have had to stop you."

"Wait...she tried to do that?" Makoto blinked as she ran over and helped him up.

"Incurseans...disgustingly disloyal beings." Vilgax spoke standing there like none of this concerned him.

"..oh god they _are _mafia space frogs!" Makoto gawked before quickly blocked a kick from Attea.

"Seriously I am gettin' tired of this squirrel chick's mouth," Attea growled in annoyance.

"And I am getitn' tired of you too, frog lips," Makoto countered as she jumped back from another kick, "By the way, is it true if a prince kisses ya, you become a princess for real?"

'...Know what, Ben? She's perfect for ya...ya both never shut up," Attea muttered, her eye twitching violently.

"I know I said it first, but it disgusts me that a slimey Incursean agrees with me…" Vilgax gagged.

"Yeah well up yours too," Attea argued before aiming one of her blasters at him, "In fact...drop d-"

"Surprise attack!" Makoto shouted as she shoulder checked Attea from behind, knocking her over as she dropped her blaster.

"You dirty little…" Attea growled.

"Little...who you talking to, little girl?" Makoto smirked crossing her arms.

"...oh I am gonna wear your tail like a scarf!" Attea snapped, "EightEight!"

"No you don't!" Ben slapped the Omnitrix as Chromastone jumped and absorbed all the energy bullets EightEight fired.

"Forgot about that didn't you frog?" Vilgax laughed as Chromastone traded blows back and forth with EightEight, "Interesting...the Sister is the strongest. I should have hired her all those years ago to get the prototype back."

"...I...i'm sorry. The sister is the strongest?" Makoto blinked at that, "...are all female aliens teh strongest in their species? If so...go girl power."

"Most yes…" Vilgax sighed.

"Oh that's just peachy!" Chromastone spoke absorbing blast after blast, "You haven't learned this lesson yet...well in that case, I almost don't feel bad about this." he smirked shooting bacak at EightEight.

EightEight said nothing as she sidestepped the blast, letting hit the end of the hallway before she switched blasters, firing off a soundblast that sent Chromastone skidding back.

"That...shouldn't be able to hurt…"

"Yeah...the thing about EightEight's species? They learn from their past mistakes," Attea smirked as EightEight fired another soundblast at Chromastone.

"Funny...I swear I've kicked her brothers metal butts the same way each time." Chromastone grunted, "SixSix espcially is really stupid...Tetrax kicked his butt so many times he didn't mind losing his mask and showing that...mess…"

"...I'm afraid to ask what behind the mask," Makoto sad before yelping when she dodged another laser, "Why does everyone keep aiming at my tail today?!"

"It is a big target!"

"Oh don't start with me, Ben! It was a rhetorical question!" Makoto sighed, "Wait you probably don't even know what that means…"

"Ooh burn…" Chromastone laughed shooting back at EightEight, "Speaking of Burn." he slapped the Omnitrix turning into Heatblast as he cupped his hands together and unleashed a large stream of fire right at the Bounty hunter.

"Ugh...the one thing I didn't miss...those horrible puns," Vilgax groaned.

"Zip it, calamari," Makoto spoke.

"Oh joy the stupid is in stereo…" Vilgax groaned.

"I knew I should've brought in NineNine…" Attea muttered.

"Oh come on...how big is your family?" Heatblast grunted, trading blows with EightEight, "...The silent type eh? Oh great…Well least I c-" he began before he timed out just before EightEight could hit his face with a kick, "..oh come on!"

"How is it you've had that blasted thing for years and still can't master it?" Vilgax sighed.

"Hey! I…" Ben began before Makoto pulled him out of the way of EightEight's laser.

"Argue later! Run now!" Makoto snapped

"Wait Vilgax…" Ben spoke.

"Oh please you'd better drag me...Vilgax never runs." he countered.

"And yet you can't do nothing with those cuffs on," Ben countered.

"And no. we're not releasing ya from tham either," Makoto added.

"But what is the lesser of two evils? Me, or the Incurseans once I am slain and they've conquered my planet?" he countered, "I could annihilate them both much faster...hehehe...I'd enjoy hearing what sound that Frog's head makes when I pop it…"

"You do that, and my daddy will bring down the entire Incursion armada on ya!" Attea threatened, "Both on Vilgaxia and on Earth!"

"I'd welcome the challenge, tadpole!" Vilgax shouted.

"I hate today so much…" Ben sighed.

"Well hopefully Tsubaki and the others are doing okay," Makoto said.

* * *

"I demand to be unchained!" Karai snapped.

"No." Rook replied simply.

"Oh you suck!"

"Suck what?"

"GAH!"

"You realize your just playing into his whole innocent country boy routine…" Vexus spoke.

"Shut up, hag!"

"I immensely dislike you, you foul mouth fleshbag."

"I dislike both of you." Rook smirked.

"Why are you so good at this!?" Karai snapped.

"Oh please...I live with Ben and Makoto...this is not even the worst." he smiled, "Try again in a few years when you have learned a bit more."

"Oh yeah? Well you forgot the two alien bounty hunters again," Karai smirked just as lasers flew past Rook.

"Hmm...so I did." he sighed forming his ProtoTool into a shield to block their attacks, "By the way...how will you avoid the lasers?"

"Use haggy here as a shield," Karai countered.

"Say's the foul mouthed one locked next to me right now," Vexus countered back.

"Meh meh meh meh meh. That's you...that's what you sound like," Karai snorted before a laser shot grazed her cheek, "?!"

"!$3442!"

"I do not feel comfortable repeating that...but to paraphrase...it involved your mother." Rook explained.

"Seriously I am getting really…!"

!$!"

"Ooh...I would not repeat that, but it seems one of them called you the C word," Vexus noted.

"...what?"

"Yes a-why did it suddenly get hot?" Vexus blinked.

"Hmm?" Rook blinked as he looked over...and saw black flames beginning to form around Karai's hands and starting to melt the cuffs, "?!"

"Oh you cocksuckign mother fuckers did NOT just call me a cunt!" Karai snapped, her eyes slit as the cuffs broke, letting her free as she pounced at the two bounty hunters.

SixSix tried to fire a blast at her, only for the ravenette to slice his blasters clean in two, making him stagger back in pain from the intense heat before she grabbed his head and slammed him against the wall repeatedly. SevenSeven tried to assist his brother with his own blasters...only to get the same result before Karai's foot jammed itself in his face, slamming him against the wall.

"CALL ME THAT AGAIN! I DARE YOU! I DOUBLE DARE YOU, YA FUCKING UGLY ASS MOTHER FUCKERS!" Karai snapped.

"Hm...still not the weirdest." Rook mused.

"True. But…" Vexus began with a smirk...holding up her free hands as the melted and broken cuffs fell off her wrist, "She proved useful enough."

"Ah…" Rook sighed at that, about to aim at her before she slammed him into a wall, "Gah!"

"Honestly the black flames were a bit of a surprise, but I had a feeling with the right trigger…she'd get mad enough to get herself-and by extent me-free," Vexus smirked, ignoring the carnage Karai was giving the two bounty hunters at the moment

"I suppose I underestimated her power…" Rook admitted, "But this is as Ben would say: one heck of a day."

* * *

"Gh!" Tsubaki grunted as she skidded back, holding her gut after a kick from Aoiro.

"I will admit, you have gotten a bit better in combat since we last saw one another," Aoiro admitted, resheathing her katana as she stood ready, "While I might not scale up to Jin Kisaragi's skills, my skills are more than enough to handle you."

"Yes, your skills are great. If this was a simple one on one battle I'd never stand a chance." Tsubaki admitted, "But this is not a simple one on one battle...and if I've gotten good at one thing since taking up my position on the Plumbers…" she took a quick breath, "It's predicting when things just get more chaotic." she jumped back and held up her shield just as the wall besides them explode, leaving Aoiro to take most of its force.

"I told you so!" Fourarms groaned as he pinned Vilgax down while Makoto landed on his back.

"Yeah, but we…!" Makoto began before noticing Tsubaki, "Oh...hey."

"Used as a battering ram...Not the worst thing you've done to me Tennyson…" Vilgax spoke as he shook Fourarms and Makoto off.

"Rude!" Makoto complained, she then turned to Tsubaki once more, "Oh right. The new girls…"

"I know," Tsubaki sighed.

"Ah...I ran all this way..." Makoto pouted.

"...Karai tried to grope you?" Tsubaki guessed.

"Yea...and that's usually my schtick!"

"Yeah...Jerry's been meaning to talk to you about that…" FourArms spoke up as he picked Vilgax up.

"Something was poking my back...oh...I crushed a human…" he groaned in disgust.

"Mmm…." Aoiro grunted from underneath.

"Why am I not surprised we had assassins infiltrate the Plumbers for this thing?" FourArms grumbled.

"Not just any assassins either. This is Aoiro, a former classmate of ours..." Tsubaki spoke.

"You know them? ...Ah great! They come from your world!" FourArms groaned, "What did I bring back like half the people you girls knew when I did the Alien X thing?"

"Oh that could explain a lot...since it's been folks we know..." Makoto muttered, "Though this time...it had to be Ms. Psycho and her sister."

"Where is the other half of this duo?" Tsubaki asked.

"I left her with Rook as he had fun with the Taser," Makoto smiled.

"BURN BASTARDS!" Karai's voice roar was heard within the entire ship.

"...Someone must've called her the C word again…" Aoiro whispered with a sigh.

"Oh goodie. It's still alive… Can't you even crush something properly Tennyson?" Vilgax sighed as one of his facial tentacles pointed down at Aoiro.

"Not trying to impress you," FourArms snorted.

"...Rook, is everything okay on your end?" Tsubaki asked once she pulled her communicator out, _'Thank god we tapped into the ship's comm system so we can call each other in case somethin happens..such as this.'_

=I apologize, but this com line is unavailable. Please leave a message after the crushing sound…= Vexus' voice replied

"Oh great going, Attea! Your stupid bounty hunters freed Vexus!" FourArms shouted into the hole he made.

"How…" Makoto began.

"It's SixSix and SevenSeven. Of course it's somehow their fault," he sighed.

"They have become rather stupid after Tennyson gave them...multiple head injuries," Vilgax muttered, "SixSix espeacially since he was hired several times since Tennyson was ten."

"To be fair, half of those were Tetrax…" FourArms muttered to the others.

'_Since he was ten? Hmm...I thought those were just exaggerations,'_ Aoiro thought, _'Interesting.'_

"So what do we have on these two?" FourArms asked.

"Aoiro's the more calm and sensible of the two sisters while Karai...well…" Tsubaki began.

"She be freakin' crazy and REALLY likes anything with a, and I quote, 'fine ass and a nice pair of melons,'" Makoto blurted.

"Hm...I see…" FourArms sighed, "Well, this is gonna be a major pain in the butt...Thankfully we kinda surprised this one with Vilgax's."

"Charming…" Vilgax replied, before pointing with one of his tentacles, "But the human still breathes and is faking being downed to learn information from you. You should have crushed her head while you had the chance."

"...Ok. Now I'm REALLY hoping there's a certain someone from my time ISN'T HERE in this time," Makoto muttered.

"Fine, fine. Let the assassin gather intel; see what I care," Vilgax rolled his eyes.

"Ya know, now that I remember it...Didn't Aoiro and Kajun work together in science class and both liked to take apart small silver and blue robots?" Makoto asked.

***WHAM!***

"You are devious just like Tennyson when he decides to go with words over action," Vilgax noted as Tsubaki glared at Aoiro, embedded into the ground, while her shield unit laid broken by the downed assassin.

"Oh, that reminds me; how's the burn scars from the prototype Omnitrix blowing up on your wrist fairing?" Ben asked, earning a growl from Vilgax.

"We need to get him to his cell immediately," Tsubaki informed as she handcuffed Aoiro.

"Heh...Are you that concerned? I'm cuffed and powerless," Vilgax reminded, "You could just leave to deal with the other issue and I'd hardly be able to force my way free."

"I'm not leaving 'till you're locked up." Ben reminded.

"Wonderful…" he mused in response.

"Less bravado talk, more fast walk," Makoto ordered, grabbing Ben by the ear while pushing Vilgax ahead.

"Ow!"

"You're really not helping the whole 'you two aren't meant for one another' case!" Tsubaki called out to them.

"SHUT UP!"

"Now I know why she enjoys doing this," Tsubaki mused, lifting Aoiro over her shoulder, "And now I need to find the others and stop the other sister."

"Provided you can stop her before she destroys the prison in her rage," Aoiro sighed.

* * *

"WHERE ARE YA?!" Karai snapped, panting heavily as she looked around for SixSix and SevenSeven, "WHERE ARE YA, YOU COCKBITES?!"

"I have not heard this much profanity since the time we were all trapped in that traffic gridlock," Rook muttered from behind his cover.

"Honestly, you Earthlings have so many profane words this day and age, it's not even funny," Vexus quipped as she fired another laser at Rook.

"I could not agree more. Earth has a real issue with anger and a plethora of words to convey it," Rook spoke, "But no world is perfect. No matter how much they profess it to be."

"Oh yes. And my world was absolutely perfect before my back-stabbing daughter and XJ-9 took it from me, " Vexus countered.

"I believe your daughter has many choice arguments against your claims of 'perfection!'" Rook argued, attaching a canister to his ProtoTool in its gun form as he aimed and fired it, letting it explode upon impact with the ground next to Vexus, sending her flying back, "Tyranny and perfection are two very different terms. Perhaps you should look them up since you will be spending plenty of time to yourself!"

"And do you honestly think I'll be staying here for long?" Vexus asked, "Oh no no...Once I'm out, I think I'll pay a visit to Jennifer real quick...and that interesting little robot friend of hers. Could help in rebuilding my army for when I take back Cluster Prime."

"You leave my friends alone, Vexus," Rook warned.

"That's the first reaction I've been able to get out of you since I met you. I'm proud of that." she smiled.

"Your gonna wish you never said it at all…" Rook looked around as a devious idea came to mind, "Excuse me, Miss. Angry Lady!" he shouted, getting Karai's attention, "I would just like to point out that SixSix and SevenSeven never called you this C Word...It was all Vexus tricking you! So in short, the person who actually called you that word is hiding right behind that wall right there." he pointed to where Vexus was.

"..."

"...I rather dislike you," Vexus frowned before tensing when a black-flamed slash cut the corner she was hiding behind, "?!"

"_You_…" Karai hissed, her eyes glowing red.

"Just because I am the nice one, does not mean I will not make people regret treating my friends," Rook smirked before leaning forward and swinging his legs around to trip SevenSeven, "And I am not easy to sneak up on." he spoke, pushing himself back and flipping over SevenSeven, he spun around and swung his leg down for an axe kick to SixSix's helmet knocking him down like his brother.

"Oh you will…!" Vexus growled before barely jumping back from a slash from Karai's flaming claws.

"I AM GONNA GOUGE YOUR OPTICS OUT AND SPLIT YOU DOWN THE MIDDLE WITH A I-BEAM!" Karai snarled.

"An I-Beam? Wh….OH, YOU LITTLE FOUL MOUTHED FLESHBAG!" Vexus snapped, her eyes glowing as her claws sharpened.

"With any luck, they tire one another out and I can put the stasis cuffs on them," Rook spoke, raising his fist back and hitting SixSix the moment he got up. He then turned around and ducked under a swing from SevenSeven before swinging his leg and tripping him again.

"SHUT UP!" Vexus and Karai snapped, the two slashing at one another as their claws left gashes within the metal walls.

"Or hope Ben has sealed Vilgax and comes help…" Rook whispered as he elbowed SevenSeven before punching forward to strike SixSix.

* * *

"This the spot, Tsubaki?" Makoto asked as the group stood before a rather large cell.

"It has to be…" Ben answered, "It looks like the only room with enough space to fit Squid Boy."

"Roomy…" Vilgax responded.

"Yes...and should provide you with what you need while you stay here," Tsubaki stated.

"Joy…"

"And what about her?" Ben asked, jerking a thumb at Aoiro.

"We'll have to take her with us since this was made just for two prisoners," Tsubaki replied.

"Great...Another murderous psycho…" Ben sighed, "We came here to get rid of them, not trade them in for the less ugly models…"

"I am right here…" Aoiro spoke

"Well… he's not wrong about the looks part," Makoto added.

"Anyway...in you go," Ben pushed Vilgax.

"Oh, and how I will miss you Ben Tennyson," Vilgax spoke as he moved slowly, "But I think you'll find this goodbye shall be drawn out." he raised his arms and used his cuffs to block a laser blast aimed at his head.

"Oh come on…!" Makoto groaned as the group turned, seeing Attea and EightEight not too far away, "You are one stubborn toad, ya know that?!"

"Oh, looks who talkin'," Attea replied.

The smoke from the laser blast dissipated, revealing Vilgax's cuffs were sparking. With a roar, he swung his arms outward, breaking them. He grabbed Ben before throwing him at Attea and EightEight. The bounty hunter moved to the side and Attea yelped as Ben hit her.

"Uh-oh…" Makoto spoke slowly as Vilgax looked at his hands.

"Hehehe…" he laughed in such a way it sent shivers down everyone's backs. His eyes flashed as his arms began to pulse, they began growing in mass until the small black rods embedded in his arms sunk in and vanished, "Now...I believe we have unsettled business..._Ben Tennyson_!" he roared, sending out some...sort of wave that made everyone freeze in place, however the truth was Vilgax did nothing. It was the simple reactions of their bodies to pure fear.

'_Okay...Now I know why that Psyphon fellow follows Vilgax...he's too terrified to _not_ follow him,'_ Aorio thought.

"Grr…" Ben grunted, slamming the Omnitrix as he turned into Humungousaur. "Vilgax!" he roared.

With that, the two ran forward and clashed with one another. The force of their strength causing a loud booming 'CLAP!' The shockwave of which sent everyone else off their feet and onto the floor. The two growled, clashing as they punched and gripped at one another to try and wrestle the other to the ground.

"Oh how I dreamed of this moment!" Vilgax laughed as the tentacles on his head shot forward and wrapped around Humungousaur's neck, "Even if I take you down...then I will feel complete!"

"You're going in that cell!" Humungousaur roared, growing in size until the tentacles could no longer keep their grip around his neck.

"Never!" Vilgax roared, punching Humungousaur and sending him flying down the hall and into a wall, "I won't waste this chance ever again…" he charged and tackled him through the wall. He pinned Humungousaur down and proceeded to punch his face repeatedly and without signs of ever stopping, "So short of a time...but to mean each moment locked in that cell while you went around as if I never even existed...it frustrates me...it Angers me!" he roared, punching Humungousaur down as he tried raising his arms, "To be locked away and forgotten by _you_, the very brat who torments my dreams...never...NEVER AGAIN!" he roared cupping his hands together and slamming them into Humungousaur's chest slamming him through the floor and down to another level, "Now...it's my turn to once again haunt your dreams…"

"Gh…" Humungousaru coughed, pushing himself up only to grunt as Vilgax grabbed the back of his head and slammed it into the ground again.

"Get up…" Vilgax spoke, lifting him up as he slammed a punch to his stomach making him cough in pain again, "I'm not even close to done!" he roared, landing a lariat to Humungousaur that launched him back.

"Gh...Vilgax…" he groaned.

"Is that all, Ben?" he asked, revering his hands to normal, "This form you seem to like so much...seems rather useless, doesn't it?"

"Grr…" Humungousaur growled, getting up and rushing Vilgax who stood his ground.

Humungousaur swung a punch, only for Vilgax to side step it and grab his arm before swinging and slamming the enraged Vaxasaurian into the ground again. Humungousaur opened his eyes only to grunt as Vilgax slammed his foot into his face. Vilgax jumped back as a green flash went off followed by a stream of fire. Heatblast roared as he aimed and fired a giant wave of fire. Vilgax crossed his arms and let the fire swallow him. Heatblast grunted as he upped the temperature, only to blink as Vilgax's arm shot out of the fire and grabbed his arms.

"Not hot enough…" Vilgax spoke, swinging Heatblast up.

"How…? That had to be way stronger than any fire I ever hit you with as a kid…" Heatblast whispered, correcting himself and hovering in the air by projecting flames from his legs.

"Yes…" Vilgax spoke, "You stripped me of all the powers I stole when you took me in." he raised his hand, "But ever since I overtook and snuffed out the Dagon...even with its power gone from my body...I can still feel something within me. I guess my body just...evolved to handle all that power." he closed his hand, "So I find myself with a magnificent body that no longer holds power to fit. Ah well...I'm fine with that, as long as I can crush you," he shot his hand forward as it suddenly came undone and a barrage of tentacles stretched out and snared Heatblast; Vilgax grunted, swinging down and slamming him into the ground, "Did you think I spent all those months happily sitting there!?"

"Gh...I hoped…" Heatblast grunted.

"I spent that time seeing what I could do on my own...pushing the powers I had and the abilities of my race beyond what I thought possible." Vilgax growled as the tentacles began constricting and crushing Heatblast, "I've waited for this moment for months. I've memorized all your prefered aliens, their abilities, and your styles of combat with them."

"I'm...Gah!" he cried in pain as the tentacles grip tightened.

"Hehehe...Oh, how I've longed to hear your cries of pain…" Vilgax laughed, "It's almost satisfying…" he increased the strength to his tentacles, making him cry in pain even louder, "Almost soothing… no..._healing_…" he sighed, lifting and slamming him into the ceiling, then a wall and finally the floor.

Vilgax then sighed as he felt lasers hit him. He raised his free hand to block the next blast as he turned to Attea and EightEight. He released Heatblast and retracted his tentacles back into an arm. He looked up before his eyes flashed and he fired twin optic beams at the ground below them, which exploded and sent them flying back.

"Stay out of my way, you insignificant little vermin," Vilgax said simply, "I offer you one chance...one act of my kind mercy," he spoke as the same intimidating aura came off him again, it made it seem like he was somehow many times larger than he was, as if even from lower ground...he could look down on them, "Leave before I crush you like the garbage you are."

"...F...fall back...FALL BACK!" Attea panicked as she ran, fear heavy in her eyes, before EightEight followed.

"Much better…" Vilgax happily sighed, "Now...where were we?" he asked turning to Heatblast.

"Here!" he roared, cupping his hands together and unleashing a powerful stream of fire which began pushing Vilgax back.

"Yes...That's it!" Vilgax laughed from within the flames, "I can feel this flame burning! I knew you were holding back!" he roared while clapping his hands, sending out a shockwave that dispersed the fire.

"HA!" Heatblast roared as he shot fireballs which exploded upon impact.

"Grr!" Vilgax replied as he unleashed his optic blasts again.

The two blasted at one another back and forth as explosions filled their battlefield with smoke. Vilgax swung his arm, dispersing the smoke only to blink as a crystal fist slammed into his face, sending him skidding back. Diamondhead grunted as he punched both arms forward and began pelting Vilgax with exploding gems.

"Diamondhead…" he laughed, "How I dreamed of breaking this form...most of all!"

With that, the two clashed by punching one another. Both grunted and swung again. Their fists clashed, causing another shockwave that bent and warped the metal around them. Diamondhead grunted as his arm began to crack while Vilgax laughed. Vilgax's hand split into tentacles which entangled around Diamondhead's arm before squeezing down hard. Diamondhead grunted, trying to pull his arm back before he morphed his free arm into a blade. Vilgax tightened his grip just as Diamondhead swung and cut the tentacles just as a loud shattering sound came from within their grip. Both grunted, jumping back as Diamondhead's arm was now gone. Likewise, Vilgax's tentacles writhed in pain from being cut.

The two glared at one another after getting over the pain. Diamondhead regrew the crystals that made up his arms as Vilgax's tentacles began regrowing. Both gripped their newly reformed fists before charging again. The two tackled into one another and were sent flying back. Diamondhead, however, smirked as Vilgax grunted as several crystal spikes were jammed into his tunic. Vilgax yanked them out only to grunt as a giant crystal fist erupted from the ground beneath him and slammed him into and upwards along a wall. Vilgax slammed both hands down upon the construct, shattering it. As he fell, he kicked off the wall and aimed at Diamondhead who sharpened both arms.

"Holy cow...That is insane," Makoto gawked from where they had been left behind.

"A quick question: Where are we at the moment?" Aoiro questioned.

"Are ya stupid? We're in a spaceship out in...space...and we've got two heavy-hitters going all out," Makoto paled, her ears and tail drooping in realization.

"If they don't stop, they could tear the entire thing apart," Tsubaki added.

"Ha!" both roared as they clashed again. Vilgax grunted, feeling a slash to his abdomen as Diamondhead's arms shattered.

"Heh!" Vilgax laughed, swinging both arms out as tentacles. He ensnared Diamondhead before squeezing and feeling nothing.

"Vilgax!-!" Big Chill roared, unleashing a powerful gust of freezing air.

Vilgax grunted as the blast began freezing him over. He roared, swinging his arms out as the ice broke off. He leaned forward and began firing his optic beams. Big Chill flew around, avoiding the beams before flying down and tackling Vilgax over. Big Chill grunted as he raised his arms, covering them in ice that formed spikes balls. He began swinging and punching his face until he stopped shooting his optic blasts. Big Chill stopped as the ice shattered before bringing both hands together and forming a sledge-hammers head of ice around both which he brought down on Vilgax's face. Big Chill waited for a moment as the ice evaporated as the beams struck his chest, sending him flying back.

The two got up and glared at one another. A green flash went off as Cannonbolt slammed into Vilgax who pushed back against him. Vilgax lifted and tossed Cannonbolt up, only for him to bounce off the ceiling and then begin bouncing from wall to wall, picking up speed with each bounce. Vilgax looked from side to side to try and predict when the next strike would come from. Getting tired, the evil overlord fired his optic beams, only for Cannonbolt to plow right through them and tackle into him. The two crashed through the floor to yet another level.

The two landed in a much more wide open space as a green flash went off again. Vilgax got up, only to grunt as two large arms pinned him down. Armodrillo roared as the pistons in his arms began pumping as he literally jackhammered into Vilgax's back. It was evident the amount of force being used as the entire ship began to shake from the waves of seismic energy being forced through it.

"B-Ben, stop! You're gonna shake the ship apart!" Makoto called out.

"H-he can't hear you!" Aoiro grunted, tumbling around, "All they care about is crushing one another!"

* * *

"Whoa-whoa-whoa!" Jenny yelped, catching Noel and quickly started to hover using the rockets in her pigtails, "What is going on in this ship?"

"I-I don't know...but I have a really bad feeling right now…" Noel spoke as the shaking continued.

* * *

"Ah!" Rook cried as he lost his balance, "Shaking? Are we under bombardment now?"

"Hmm?" Vexus raised a brow, stopping in her brawl with Karai when she noticed the shaking, "...Oh, I know this type of feeling. The type when two powerful beings are going at it...like a pair of berserk Cybertronians."

"Bitch d-" Karai began before she was sent flying back by a pair of lasers from Vexus.

"And much like that example, I do not wish to be around the chaos and eventual destruction of this ship," Vexus continued as she floated up and flew off, "So toodles."

"Do not tell me...Vilgax has escaped…" Rook said slowly as the shaking grew even worse as the ship began creaking.

* * *

"GRRR!" Armodrillo grunted as he kept hammering Vilgax.

"Grrr...GRAAA!" Vilgax roared as his arms turned into tentacles which swung around and captured Armodrillo, lifting him up and off his back, "You won't put me down with that much!" he roared, slamming him into the floor.

Another green flash went off as Vilgax recoiled back, feeling a strong shock go through his arms. He retracted his tentacles back to his normals arms as he looked at what form Ben took this time. His eyes widened in confusion seeing Feedback slowly stand up.

"Never seen this guy, have ya?" he asked as his tail and antenna stabbed into the ship, "That's 'cause I just got him back...but trust me, I'm even _better_ with this guy." he spoke, absorbing energy into himself.

"HA!" Vilgax roared, pumping up his arms again. He swung only to miss as Feedback jumped over his arm, leaving a small trail of blue electricity.

Vilgax looked up only to be kicked and sent skidding backwards and into a wall. Feedback landed and charged forward as he channeled electricity into his hand and punched Vilgax, sending him through the wall. Vilgax roared, firing his optic blasts only for Feedback to block with his antenna and absorb the energy. Feedback cupped his hands together with his fingers pointing forward. A ball of energy formed in his hands before firing out as a massive blue beam. Vilgax's eyes widened as the blast struck him and knocked him through several floors.

"I had no idea Feedback could...do all that…" Tsubaki spoke in awe, watching the security feed on her badge.

"I guess Ben wasn't joking when he called him his favorite," Makoto added as they ran through a corridor.

"This...is the power of the Conductoid species…" Vilgax spoke, getting up, "Why have I never seen you use this power before?"

"Like I said, I lost him, but now he's back," Feedback replied, floating down via his electric propulsion.

"I feel like I missed out...on a fight worthy of my time…" Vilgax laughed.

"I'm ending this," Feedback glared.

"As am I…" Vilgax replied, glaring back.

Red Optic beams clashed with Blue electric beams as the two stood their ground while growling. The two put all they had into the blasts as they began moving forward. The beam struggle finally exploded after reaching a state of critical energy. The two rushed through the smoke and swung at one another again. Feedback coughed as a punch landed to his chest and his leg swung out to strike Vilgax's face. The two flew back and bounced off the ground, but suddenly both spun around and charged at one another once more.

Feedback swung as Vilgax blocked. Vilgax punched as Feedback ducked under it. The two spun around one another as Feedback swung a kick that struck Vilgax. Vilgax grunted before swinging his arm back and backhanding Feedback across the face. The two growled and punched at one another again striking each other in the chest. As they skid back, they stomped their feet to stop and rushed again. Feedback charged his fist to the point it was glowing brightly before punching Vilgax, sending him flying back as his entire body locked up from the shock to his nervous system.

Feedback put his hands together as all of the plugs on his fingers lined up. He slowly pulled his hands apart, linking them with streams of electricity. He aimed both hands as he fired eight bolts of electric blue energy which struck Vilgax and kept him from falling to the ground and slamming into a wall. Feedback stretched his antennae and tail out again and into the ship as he began absorbing energy to replenish what he lost. He raised his hands again as he fired a rapid barrage of energy bolts from his fingers and at Vilgax to keep him pinned.

Vilgax roared, bursting free from the wall before charging through the bombardment. Vilgax raised his arms to block as he reached Feedback and swung them out, striking him across the chest. Vilgax brought his right arm back as it pumped up again. Vilgax roared, twisting his body forward while putting his shoulder into the punch as it struck Feedback in the abdomen with enough force it sent him rocketing back and into a wall before crashing through it.

"Hehehe...I bothered learning how to properly fight...and it does that much damage to you?" Vilgax asked, raising his hand, "Come now...Ben!"

"Grr…" Feedback growled, getting to his feet after a moment of stumbling.

"If you won't come to my range...I'll bring my range to you!" Vilgax spoke, raising his arm as the size altered back and forth for a moment, "That should do it for this ship's simulated atmosphere…" he spoke as it reached a desired level of mass, he then punched forward.

Feedback blinked, only to cough in pain as a sudden blast of force knocked him off his feet. But...how? Vilgax shouldn't have telepathic powers, and he's never displayed any form of arm centric energy blasts. No it was different...an invisible attack he never saw coming. Like a cannonball out of thin air...wait...Air! It was the very air itself that blasted him, pressurized air pushed forward by the strength of his punch.

"Wha...what was...?"

"A trick I learned as I dreamed of punching my fist through your heart…" Vilgax explained, "If I strengthen my arms to just the right level to match the atmosphere around me...I can blast it forward through sheer force. However it's not exact…" he sighed, "Too little and nothing...too much and the air just explodes outwards with no range…"

"But...that's…"

"Insane...yes, I know. Vexus complained about my banging on the energy barrier all day and night…" he went on, "I realized...if I do not evolve to counter your aliens' many powers...how will I ever kill you?"

"So you have been beefing up while in prison…" Feedback grunted.

"Laugh while you want...but by my estimation...it's been well over Thirteen and a half minutes...and with this little talk...you should have a minute left," Vilgax explained, "Maybe less with all the changes you've gone through."

"Then I got one minute to knock you down…"

"And I have a minute until I get to crush your heart!"

With that, the two charged again. Vilgax began punching as he launched his air blast attack. Feedback, now knowing what to look out for, began jumping and ducking under each one. He fired back as Vilgax ducked to the side, letting the electric beam miss. The two glared at one another before rushing at one another again. Feedback pushed Vilgax's next punch aside before swinging a kick that hit the tyrant's chin knocking his head back. Vilgax grunted as the tentacles around his face grabbed Feedback's leg. He swung and punched the Conductoid into the ground causing it to crack. Vilgax grunted as another kick his his abdomen.

The two grunted as they jumped away from one another. Both brought their arms back as they focused all they had left into their next strike. Both roared, swinging their punches at each other. Their fists clashed for a moment before crossing one another as both struck each other to the torso. For a moment, it looked like nothing happened...before the two were blown away from one another. Vilgax roared in pain as his entire body flashed blue with electricity. Feedback gave a breathless grunt as he slammed into a wall. The two hit the ground as the pain of one anothers attack ran its course.

"And...you better...stay...down…" Feedback heavily panted for much needed air, just as he timed out, turning back into Ben.

"Ben!" Makoto called out, finally catching up to the combatants.

"Grr...GRRR!" Vilgax growled, still convulsing around in pain from the electric shock.

"And that's our cue to get out of here!" Makoto yelped, grabbing Ben as she ran back to Tsubaki, "Back to the ship!"

"Ugh…" Ben groaned.

"No attempting to argue, Ben. Your tussle broke through several floors, severely compromising structural integrity, _and_ you drained several vital parts that were preventing several systems from overloading," Tsubaki informed.

"Yeah, but you think we could have gotten away or stopped him if he hadn't!?" Makoto argued.

"I'd love nothing more then to argue that...but I'm not so prideful as to argue that fact," Tsubaki agreed through grit teeth, "Magister was right...that thing is just a monster in every sense…"

"Yeah...and I fought said monster...since I was _ten_," Ben countered.

"No acting Egotistic right now!" Makoto barked as the two began to run.

"NO! TENNYSON!" Vilgax roared as he forced himself to his feet, "GRAH!" he shouted as he used his arm tentacles to help him move forward, "You shall not escape me! You die here!"

"AHH!" the three screamed they ran further.

"...I need to find Karai…" Aoiro sighed, one of her fingers tapping the cuffs on her wrist, azure electricity crackling off them as they shorted out and dropped.

* * *

"I think I saw something down here," Jenny spoke as she and Noel turned a corner, "Hopefully we can find…"

"I think I see Ben, Makoto, and Tsubaki," Noel spoke, seeing the trio running down the hall.

"Ahh. Hey guys! Y-" Jenny began before she and Noel noticed Vilgax chasing after them, "?!"

"RUN!"

"GRAH!" Vilgax roared as his tentacles ripped pieces of the wall out and began tossing them as projectiles.

"Don't bother! Just run! Run!" Makoto panicked.

"AHH!" Jenny and Noel screamed as the joined the trio in running.

* * *

"...I feel something horrifying is heading this way," Hobble spoke as he, the rest of the Plumber officers, and Rook were back in the transport ship, "...Vilgax must've gotten free! Or Vexus...or worse! BOTH!"

"We already know that Vexus managed to escape due to that imposter Plumber Karai," Rook noted, "Hopefully, once Ben and the others get back, w-"

"START THE SHIP!" Makoto screamed as she and the others ran in, Jenny quickly slamming the door shut before putting her back against it.

"...Wh..."

"Vilgax is after us and won't stop until Ben is dead," Tsubaki explained quickly.

"I KNEW IT!" Hobble freaked.

"How did that happen?!" Rook asked.

"Frog Mafia gal did it!" Makoto replied.

"_TENNYSON_!-!-!-!"

"Take off immediately! The vessel we're on was structurally damaged and its systems are overloading!" Tsubaki ordered.

"You heard her! Go-go-go!" Hobble panicked.

"Starting the engines now!" Rook shouted at the ship's control as the ship began to take off.

"RAAAAAAAGH!"

"FASTER!" Noel begged.

"TENNYSON!" Vilgax's voice roared as the ship began rocking.

"What happened?" Makoto asked.

"He...is grabbing the ship with his tentacles…" Rook said slowly.

"WHAT?!"

"YOU WILL NOT ESCAPE ME!" Vilgax roared.

"This guy is insane! He's a monster who defies logic!" Makoto panicked.

"Worsts come to worse…" Ben grunted, slapping the Omnitrix, he flashed and turned into Upgrade as he sank into the ships floor and became one with it =I'm gonna increase the engines' output for just a second...might want to strap in incase I can't modify the gravity generator to compensate for the G's…=

"DO IT NOW!" Makoto shouted, already strapped in her seat with Noel.

=That w...=

"Don't argue! Just do it!" Tsubaki snapped as she strapped herself in.

"Wait! I'm not strapped in y-" Hobble began.

=Punching it!=

Everyone cringed as they felt a great force against them for a few seconds till it died down. Everyone slowly opened their eyes to regain their barings. They all blinked, seeing planets ahead of them...now in a totally different star system.

"Gh...he punched it...and I felt it…" Rook groaned as he looked out the window to see the ends of Vilgax's tentacles floating past the ship.

"Can I be sick now?" Makoto asked, "That was like the worst roller coaster ride ever…"

"Ow…." Hobble groaned...practically flat as a pancake as he was facefirst in the wall.

=We good?= Upgrade asked as he retracted his body and fell from the roof, =Good...I'm...I'ma pass out...sleepy...sleepy…= he said slowly as he fell over.

"Thank god we escaped…" Makoto sighed in relief.

"For now…" Tsubaki whispered, "Vilgax...what a terrifying monster…"

* * *

"Fucking...bug bitch…" Karai muttered, sporting a black eye as she and Aoiro piloted an escape pod.

"We underestimated these...targets…" Aoiro spoke.

"Yeah well ...I never got to grope Mako-chan's melons!" Karai complained.

"Is that all that's on your mind right now?" Aoiro sweatdropped.

"I hadn't seen her since the academy after we got expelled! Fucking sue me!"

"You're an idiot."

"Mmm…!"

"...As for Psyphon…." Aoiro began with a frown, "He tricked us."

"Eh?"

"He didn't send us to exterminate Vilgax...We were pawns so he could get free."

"HAH!? So he wanted us to free his boss?!"

"It was most likely meant to be a suicide mission on the assassin's part."

"I bet we could have taken him…"

"Impossible. The amount of electrical energy it took to even stun him was far more than I could have mustered. Likewise he was near immune to flames that didn't nearly exceed the temperatures of the surface of Earth's sun..."

"...Yikes. This guy is sounding a LOT like…" Karai paused as she shuddered, "Azrael…"

"Never invoke that name...lest he end up being the next person from home to show up here…" Aoiro shivered for a moment, "_Never_…"

"...Fair point…" Karai cringed, "...Still, I am gonna tear that fin off of that cockbite's head when we see him on Earth for using us like sacrificial lambs!"

"Provided that Vilgax monster doesn't kill him first to get a bit of amusement…" Aoiro spoke, "Still...we need to be careful here. If monsters like him and Tennyson are potential enemies for us, we'll need to rethink our simple dynamic duo set up."

* * *

=So...Vilgax planned for us somehow and sent word out about where this location was…= Max spoke.

"Psyphon…" Ben spoke.

"For sure," Rook nodded.

=It doesn't matter, you're all okay. That's what does matter=

"But Grandpa…" Ben began.

=Ben...you'll get him next time= he smiled =He's always come back with more power and new tricks, but you always won each and every time= he went on as Ben looked up at him =When I say I have faith we'll get him next time, It's because I know you'll be there each and every time leading the charge against him=

"Right…" Ben smirked, "I'll get him next time."

"I don't know how Ben does it…" Tsubaki sighed, "After fighting something like that...he can still be so confident he'll win next time."

"I know, right? I mean...my god that battle was awesome but...so very scary," Makoto added, "Not even Malware got him that berserk."

"Years of them fighting each other so intensely..." Tsubaki spoke, "By this point, he must fight without holding back just to survive against Vilgax."

"Just from all that alone...he sounded really scary…" Noel whispered, holding Robotboy close.

"I'm just thankful we got out of there safely…" Makoto sighed, "And good thing princess mafia space frog fled as well."

"...That reminds me…" Tsubaki spoke as she gained a pondering look, "First the Incursions released Vulcanus and had him attempt to distribute highly-illegal weapons to them, and now they tried to eliminate Vilgax…"

"...What's your point?"

"I'm saying the Incursions might be planning something…" Tsubaki explained, worry in her voice as she looked out the ship window, "One that might threaten not just Earth, but the whole universe."

"Ah great…" Makoto sighed.

* * *

=So let me get this straight...ya had th' perfect opportunity to axe Vilgax, daughter of mine..and yet you ended up freeing him and now he's out there in the known galaxy doin' who knows what?= Milleous asked Attea, who was back on her ship as it flew far away from the prison ship as possible.

"Y-you weren't there!" Attea argued, "That was my first time seeing him...in person...for real…"

=What are you…=

"Have you!?" she barked, "It was the scariest thing ever...ever…"

"What kindness…" a familiar voice spoke, earning everyone's attention, "You were right, Vexus. There was a ship out here...and here I was worried you got the directions wrong."

"Vilgax...only men do that," Vexus laughed, sitting on his shoulder as he tore the door down.

"You did well, little frog princess...now...take that escape pod...while I take this ship and go home," Vilgax spoke simply as he raised his left arm just as his tentacles regenerated and reformed his left hand.

=...You heard him sweetie. Take th' escape pod and get outta there. NOW!= Milleous freaked as he cut the video feed on his end.

"Don't have t' tell me twice!" Attea panicked as she ran for the escape pod.

"Bye-bye~" Vexus waved jumping down.

"If you hunters want stable work...you're free to stay," Vilgax told the Bounty hunter siblings, "If not...flee with the Incurseans."

SixSix and SevenSeven turned to EightEight, who told them something in their native language. After a moment, the three walked to Vilgax's side and bowed.

"Smart…" Vilgax mused, "Vexus, if you'd be so kind as to take me home."

"Sure sure...I could use a little stop while I plan how to take back my world," she laughed.

"This has been a most beneficial business relationship. I hope next time I aim for Earth, I can call upon a..._Friend_," Vilgax smirked behind his mask.

"After today…" Vexus began, her eyes glowing menacingly as she smirked at him, "I would be more than welcome to assist…"

"Wonderful. Well then after we finish with the Incurseans…" his eyes began glowing, "I have an old friend I've been wanting to meet since his last victory. It has been oh so long since I last visited _Galaluna_…"

"Galaluna? Why…? ...Oh! You are devious…" Vexus's smirk grew at that, "I eagerly await to see what comes of that…"

"So do I…" Vilgax smirked.

* * *

_SZ: Foreshadowing~_

_Z0: For what...we'll let those of you smart enough to know what it is, spoil it in the reviews. *holds up spikes Baseball Bat* Now back to the matter of my Eggnog...SZ I love ya like a brother...but I'm gonna have to go all Crazy Steve on you now._

_SZ: Wait what?_

_Z0: You drank my Eggnog! *begins chasing while swinging the bat around randomly* _

_SZ: WOAH WOAH WOAH! I DON'T EVEN DRINK EGGNOG!_

_Z0: AH! *swings at the screen cracking it*_

_SZ;...read and review!*runs from the drunk and berserk z0*_


	32. Knight Watch

_SZ: Welp we're back to this and…*looks around*No one tell Makoto who we're bringing into this...she will NOT be happy._

_GT: Nope. No joy for her when she learns it._

_Z0: Well...she's gonna find out eventually._

_SZ: True...but she's gonna send someone to the moon. Ahem..let us get to it. We do not own anything in this aside from original content, so…Z0, start us off!_

_Z0: *drops piano on the camera* _

* * *

It was a week after the failed transport and the escape of both Vilgax and Vexus, and the group was finally trying to calm down while the rest of the Plumbers looked into searching for the two dangerous villains. Today, however...didn't start as relaxing.

"Woah!" Jetray screamed as he was tossed onto a fire-hydrant, "Gah...I knew Jenny said something about this Kamikaze guy making mutant animals like Animo...but she didn't mention he could make landsharks with _laser beams attached to their heads_!"

"You forgot to add freakin'!" Makoto quipped as she dodged a laser blast.

"I regret bringing out that movie…" Jetray sighed as he fired back, knocking out several of the sharks mutants with his neuroshock blasts from his eyes and tail.

"Just stay out of my way and bring me Robotboy and XJ-9, or else my Shark Clones will destroy you!" Kamikaze demanded, sitting on top of Constantine like a throne.

"Yeah...How about no?" Makoto quipped, grabbing one of her tonfa as she tossed it, beaning a few Shark Clones upside the head before she caught it upon its return.

"You think you can get in my way!? Hah!" Kamikaze laughed.

"Okay...That's it. I'mma do it," Jetray sighed.

"No...then it'll be done too fast…" Makoto complained.

"I am in no mood." he said, slapping the Omnitrix and turning into Grimlock. He grunted, leaning forward as he transformed into Dino mode, "Grr…"

The Shark Clones stopped upon seeing the robotic prehistoric predator, looking between it and Kamikaze for a moment...before making the reasonable option and ran away as fast as their tail-fins could let them.

"Hey! HEY! Where are you going?!" Kamikaze snapped at the feeling mutants, "Wait! Come back you stupid fish!"

"Uh boss…" Constantine spoke as Grimlock walked up to them while Kamikaze had his back turned.

"I should have turned you into sashimi!" Kamikaze shook his fist before turning around and was face to face with the Cybertronian.

"Me Grimlock..._hungry…_" he growled.

"...I uh...I have just remembered something. Constantine left something in the oven," Kamikaze whispered with a gulp

"Huh? But I di...AH! MY SPINACH PUFFS!" Constantine freaked before running off, carrying Kamikaze as he did.

"Hmph…"

"Aw...but that was too fast…" Makoto complained as her ears drooped.

"Don't say...that's what she said…" Grimlock sighed reverting to Robot mode.

"Oh please. Like I…no no. You're right," Makoto muttered, "...Well. Least we saved Jen and RB a battle against that crazy midget."

"I thought he was just so old he started shrinking…" Ben muttered after flashing back to normal.

"Heh heh. Good point," Makoto chuckled at that, "Anyway…let's head back to HQ and report so we can get the rest of the day off. I'm looking forward to some good ol' smoothies."

"Let's just hope we don't get back and walk in on something important…" Ben muttered.

"It's weird how many times that happens," Makoto agreed as the two began to walk off.

"Tell me about it," Ben nodded, "I mean who knows? We may end up being some tourguids to some very important person or something."

"If they're fun, I might go for that. If not...well then we'd just grin and bear it," Makoto shrugged.

"...You seem to be in a chipper mood today," Ben noted as they were nearing the shop the elevator leading to Plumbers HQ was located.

"Yup! Since I woke up this morning, been feeling pretty good about myself," Makoto admitted as they walked in, "Not sure why, but I've been feeling rather happy."

"When aren't you super positive?" Ben argued as they walked into the elevator.

"Well for one; when someone brings up something racist around me," Makoto pointed out as they rode the elevator down, "Another...well let's say it involves someone I worked alongside with in my time...and let me tell ya. He. Was. _Lazy_~!"

"...He wasn't that bad, was he?"

"Almost half the time I saw him, his office was a wreck and smelled of liquor and many other things I will not say because he always found time to party when his assistant was away."

"How...how did this guy get any kind of job?" Ben asked, "I mean I'm lazy...you're also lazy, but that's at home...and at worst we forget to do our chores on the chart till it piles up, but that...that sounds like he's kinda driving an entire agency down the drain."

"Yeah...and you want to know the worst part? He's the current head of his family!"

"I'm starting to see why he's not fired…" Ben muttered, "Hopefully Tsubaki never finds out...oh boy just imagining the reaction…"

"...I'm almost afraid to tell her because...well that family I mentioned? It's actually the head of the Duodecim, which are the top families in the entire world that help support the NOL in a sense…Tsubaki's family included," Makoto admitted just as the elevator doors opened, "But I'm sure-and hoping-that he isn't…"

"Ahh Ben, Makoto, good timing," Max spoke, making the two turn to see him approaching them, "I have an important assignment for you two. I need you to be tour-guides for someone and Makoto, you may possibly know them."

"I do?" Makoto blinked as the two stepped out.

"Yes you do, Nanaya-san."

"OH GEEZ!" the two yelped as they quickly turned to face who said that, only to blink a bit.

Standing there was a young man of asian decent...though for a moment Ben thought he was a girl given his small, delicate and feminine features while his short black hair was done into a styled bowl cut that reached down to his cheekbones. He seemed to be wearing a Japanese military uniform consisting of blue and black in color with a small red tie with yellow trimming over the blue jacket and a pair of white gloves.

"...Hibiki?" Makoto blinked.

"You know him?" Ben asked as he looked at her.

"Remember that assistant I mentioned? This is him," Makoto answered, "The guy's practically a ninja, so you can never tell if he's right behind you and bring down the rule hammer."

"Cool...Wait a minute…" Ben realized, "You said that this guy followed around..._that _guy."

"...Wait...if he's here...then…" Makoto began before her eyes began to widen in dread, "...Oh no…..no no no no…nonononononono…"

"Hmm?" Max raised a brow at that.

"Nononononononononono!" Makoto began to rant, "No! I swear if _he's_ here, I…!"

"AHH!" a female voice screamed, followed by a slap.

"He is…" Hibiki sighed as a figure stumbled in.

"Ow...not sure I deserve that…" the figure muttered, leaning against a doorway as he rubbed his sore cheek.

The figure in question was a tall, lean man with spiky black here, some bags under his

purple eyes, indicating he was up late. He seemed to be wearing a loose white shirt with black liens accenting the edges, the left side crossing over the right as it was held up by three belts, two thinner ones around his waist and a larger one with a gold buckle resting over his hips. He also wore a pair of black trousers and brown shoes with steel toecaps.

"..."

"That's him?" Ben asked.

"No!" Makoto shouted, making everyone jump as she walked over and picked up a Plumber battleship, "You knew this was coming!"

"Oh crap baskets!" Ben panicked, jumping and pushing Max down as she tossed it.

"...I had a feeling this would happen…" Hibiki sighed.

"Ahh...not so loud...that club we found last night before coming here was wild, but damn my hangover…" the man groaned.

"Oh _big_ shocker! Y…Wait...you were drinking again?!" Makoto snapped as she turned towards him, "Why w-no..I should've expected that! I mean you…! Ugh! HOW AND WHY ARE YOU HERE?!"

"Uh...Big flash...me and him woke up in some place called...San Francisco…" he grumbled, "Uh...not sure what I said but for some reason I got real popular with a band and their groupies...then next thing I know, I'm here...and Hibiki tells me he found some dudes who can help…" he then blinked when he finally noticed who he was talking to, "...Well. Ain't this a small world. Hello...l-"

"Don't you dare say it…!"

"...L-"

"I'll hurt you, and I'll make it look like an accident!"

"...Lover number 3," the man smirked.

"Wait...you and this guy…?" Ben began.

"Lies!" Makoto snapped, "Nothing happened!"

"Aw come on...you were a blast in bed."

"_Oh my god_! That didn't happen!" Makoto exclaimed, "I had one too many drinks and I woke up in your bed topless!"

"Hey. I wanted a feel of those girls of yours."

"...Three…two...one…" Hibiki counted down.

"SEIBAI!"

***BAM!***

"...Not sure...I deserved that…." the man wheezed, implanted in the wall with a fistmark on his cheek.

"I beg to differ…" Max sighed, "Makoto...tell you what? How's about you...and the girls all take personal days and let Ben and Rook handle this." he offered before groaning as Makoto hugged him.

"Thankyou!" Makoto quickly beamed before rushing out of there in a blur...before rushing back towards Ben, "Oh Ben, that's Kagura-aka laziest perv to ever exist...have fun," she said before rushing out.

"...wait. _That's _the guy she told me about?!" Ben exclaimed.

"Yes...people expect…" Hibiki paused, "Something more sleazy looking...but he takes pride in being...conventionally good looking...I believe."

"Hey. The ladies…" Kagura grunted as he managed to pull himself out of the wall, "Love me...most of the time. Only time I back down is if one has a good boyfriend or engaged to someone...unless that person they're gonna be with is a sleeze bag."

"Pot meet kettle…" Ben muttered.

"It's a waste of breath by this point...best to let him keep his facade of honor." Hibiki sighed.

"Ouch...that hurt, Hibiki," Kagura winced a bit with a laugh.

"Hm...I can see Makoto's points…" Max muttered.

"So what's the plan here, Grandpa?" Ben asked.

"Grandpa?" Kagura asked, appearing next to Ben, "Oh I get it! We're alike! We both come from families that handle important stuff! You and I are gonna be fast friends, Benny boy!"

"Oh geez…" Ben muttered.

"Heh heh...seriously though I'm already liking this place...so much better than the NOL base I…" Kagura began before a flash went off, "Eh?" he blinked before he was suddenly picked up by Grimlock, "Woah now!"

"Me Grimlock didn't hear that last part right…" Grimlock growled, unaware of Hibiki on his shoulder with a sword aimed right at his neck.

"Boys…" Max sighed, getting their attention, "Ugh...down Ben."

"But...Grandpa…"

"No...you can't incinerate him…"

"Aww…"

"I love this place," Kagura smiled, unaffected by the danger he was in, "Ahh...can't wait for that tour, Benji!"

"Don't call me, Grimlock that…"

"...Trust me. You'll get used to this side of him…" Hibiki sighed, making Grimlock jump a bit as he jumped off him.

"Okay I can see I'll have to...get some folks use to how things work around here." Max sighed.

"What's that?" Kagura blinked.

"Since you seem to be the one in charge of your dynamic duo...you won't mind doing this paper work for the both of you then," Max dropped a stack of papers in Kagura's hands.

"Eh?" he blinked, "EH...EEHHH!?"

"I'll make sure he does it," Hibiki stated, making Kagura tense at the tone he used.

"I'm starting to question which one is really in charge…" Ben muttered.

* * *

"Whoo! I don't have to deal with him!" Makoto whooped as she entered the house.

"Hmm? Deal with who?" Tsubaki asked, looking up from her laptop as Noel poked her head in from the kitchen.

"The b-" Makoto began before tensing, realizing who she was talking too, "...Uh…"

"Deal with who, Makoto?" Tsubaki asked again.

"Okay but...don't be mad." Makoto began.

"M-mad...why would I…?"

"Ever hear of a guy named Kagura…?" Makoto asked slowly.

"...Kagura...as in…Lord Kagura Mutsuki?" Tsubaki asked back with wide eyes.

"I just call him Lord Pervert of the land of the perverted drunkards…" Makoto smiled before flinching at the glare she got.

"Makoto, Lord Kagura is the head of the Mutsuki family, who lead the Duodecim," Tsubaki argued in a serious tone, "What you said there is highly disrespectful."

"Oh I'm sorry, did you have to deal with his being drunk and grinding on every girl within a 10 mile radius?" Makoto argued.

"I…wait what?"

"Eh?" Noel blinked.

"Oh yeah. I worked with this guy and had to deal with all that!...Oh and Noellie, stay _far _away from him. I don't want you to catch any Kagura cooties."

"You seriously didn't say that…" Tsubaki deadpanned.

"...Tsubaki, I love you…" Makoto suddenly grabbed her by the collar of her shirt, "But if you think for one minute I'm overexagerating any of this...Oho! You are in for a painful surprise! This guy is the absolute worst! _The wors_t! Whenever his assistant Hibiki wasn't around, he'd take the chance to party and flirt with any woman he invited!"

"Okay...I un-"

"You understand nothing!" Makoto cut her off, "Nothing!"

"Your scaring me…" Tsubaki chuckled awkwardly.

"M-me too…" Noel meeped, hiding back into the kitchen.

"Hm?" Robotboy walked in, he took a second to process what was going on. He ran into the kitchen, picked up Noel and quickly carried her out of the house, "Okay! Con-tinue!"

"It's odd he already knows what to do in these moments…" Makoto muttered, refusing to let go of Tsubaki.

"Please let me go…"Tsubaki sighed

"Never! N...wait…" Makoto paused, dropping Tsubaki as she pulled out her Plumbers Badge, "Uh...Rook? I recall Ben's grandpa mentioning a tour of some sorts. where...are you and Ben taking our 'guests'?"

=I...I do not feel comfortable answering at the moment…=

=Where di...This is a strip club!= Ben snapped in the distance.

=Already i-aw come on!= Kagura complained.

=Sir...we are guest= Hibiki sighed.

=We took our eyes off him for 10 seconds!= Ben snapped.

"...Okay that slightly made me better," Makoto grinned before clearing her throat, "But seriously where do you plan on taking them?"

=Still unsure...most likely Undertown=

=Undertown?...My interest is peaked=

=You just wanna hit on hot alien girls don't you?=

=I love you know me so well, new best friend!=

"...Crap…" Makoto whispered, her eyes the size of dinner plates with her tail and ears drooped, "...Rook, make sure you or Ben don't encounter any Kaka Clan women!"

=Oh is that who I think it is?= Kagura asked =Why Lover Number 3...you must stop stalking me like this. I'd hate to get a restraining order~=

"I...y...ohohohoh~!" Makoto fumed at that, "You see, Tsubaki!?"

"I-I...I'm sure its…" she turned back to her badge, "Hello?"

=Say who's the other girl I hear...is she cute? What's she rank from 1 to 10...she sounds like a solid 9.5.=

"No," Makoto groaned as she hung up, "...Dang it! I...Even on my day off he has to piss me off! I...Ugh! I...I'm heading to where they are…"

"...I…" Tsubaki was still shocked.

"You realize he called you a 9.5 right…?" Makoto pointed out.

"I...n-no. It...it's probably a facade or something," Tsubaki denied, closing her laptop as she stood up, "In fact...I'm heading with you Makoto...to make sure of this."

"...Fine. But don't blame me if your image of him gets shattered," Makoto shrugged.

"Should I stay here?" Noel asked walking back in.

"YES!" both snapped instantly.

"Eep!"

* * *

"And this is Undertown." Ben sighed as they got out of the ProtoTRUK.

"Hm...I expected some aliens to be more on the...ick side, but this is so cool, I almost don't mind." Kagura spoke, jumping out, "I like it...its like something out of Star Wars."

"Even the s-" Hibiki began.

"We don't count those," Kagura instantly denied.

"Some things never change, no matter how far in time." Ben sighed.

"See!? Why can't you be like Benji and agree with me!?" Kagura smirked, slinging his arm around Ben.

"...I feel your pain." Rook put his hand on Hibiki's shoulder.

"Hai…" Hibiki sighed.

"So, Benji...what's our first stop here?" Kagura asked.

"Please, don't call me that…" Ben muttered as he moved Kagura off him, "And to answer...maybe the bazaar or something."

"Cool." Kagura mused.

"Alright...and he's gone isn't he?" Ben turned back to Rook and Hibiki.

"Yes…"

"...ugh. Great. Where…?"

=Fugah~!= the three looked up to see one of Psyphon's goons flying over them.

"..."

=Ugh…= Bubblehelmet groaned as he got back up from some broken boxes =Hey! What's your deal?!=

"Ugh...aga-" Ben began, about to turn the Omnitrix on.

"Oh I'm sorry…" Ben and Rook turned to see Kagura, a serious expression on his face as he stood defensively before a female alien, "Was I supposed to stand by and watch you pick on a poor defenseless lady, punk?"

"Huh?" Ben and Rook blinked at the sudden shift in personality.

"Hm...I suppose while yes it is his vice, It can motivate him into being a chivalrous person." Hibiki spoke, "However...this is the only situation in which that's possible."

"Not now, Hibiki...and I can be serious outside of this," Kagura argued, cracking his neck a bit as he approached Bubblehelmet, "So...how's about returning what you took from this nice lady here?"

=How about you buzz off, human?!=

"...Know what? Was gonna try and let you off easy, but…" Kagura paused, looking around before grabbing a nearby large-paddle, "Might as well teach you a lesson."

=...A paddle? You're gonna beat me with a paddle?= Bubblehelmet asked with a laugh before aiming at him with his blaster =You're a dead human f...= he cried out in pain when the paddle was smacked upside his head, making him stagger back. He quickly shook his head to take a look at Kagura...who was holding the large paddle easily with one hand =...Oh no...don't tell me he's another Grim Reaper…=

"Grim Reaper? Nah...I'm more of a Black Knight," Kagura quipped.

=Oh…= At that Bubblehelmet was struck and sent flying and bouncing off the many pipes above their heads.

"Huh...felt like something out of Smash Bros," Kagura smirked proudly, spinning the paddle before putting it back where he found it.

"Wow...not bad." Ben muttered.

"Thanks," Kagura smirked, holding his hand out before catching a bag before walking up to the female alien, "Here ya go, little lady. I believe this belongs to you."

"...Th-thanks," she whispered, blushing a bit as she walked off.

"So you're actually not a total jerk, are ya?" Ben asked, walking up to him.

"That's the nicest thing anyone's ever said to me…" he pretended to cry, "But seriously yeah...I don't like people oppressing others, especially women."

"...Then why work with the NOL?" Ben asked in interest.

"...so I can overthrow the 'Imperator'," Kagura answered.

"Politics ain't my game." Ben argued with a small smile, "I see a jerk oppressing people or threatening to start a war with the whole galaxy...I do what I do best. Take them down while making stupid jokes."

"Heh...I can respect that, Ben Tennyson." Kagura smirked, "I would have been proud to work with you back in my time."

"Eh I think it could have been fun...but I'm not getting you out of danger next time you sleep with a married woman." Ben smirked.

"Hibiki...you told him didn't you?" Kagura turned around.

"No clue what you mean…" Hibiki turned away with a hidden smirk.

"Dude!" Kagura gawked, "Also...not my fault she didn't tell me was married!"

"Come on...let's go find something else to do." Ben sighed, "Also, you know if you want to hang around here you gotta cool it with that, right?"

"I promise." Kagura smiled.

"Your fingers are crossed…" Hibiki spoke.

"You know what…you're a real buzzkill sometimes, Hibiki...you know that?" Kagura groaned.

"One of us has to be the mature one here," Hibiki countered.

* * *

"Mmm...where is he?" Makoto muttered, she and Tsubaki looking around a different part of Undertown.

"Why can't you just call Ben, Makoto?" Tsubaki asked.

"Because Kagura will butt in and mess with me!" Makoto snapped.

"You just can't seem to agree with him, can you?" Tsubaki sighed.

"You heard him!" Makoto snapped.

"I did but...maybe...you know...deep down he's not horrible…"

"Well I never called him a horrible person…" Makoto argued.

"Well from…"

"Well you know what they say about people who assume Tsubaki…" Makoto smirked.

"You know maybe you two are alike…" Tsubaki frowned.

"You take that back!" Makoto snapped, making her flinch a bit, "Sorry sorry. Just...ugh. Come on...the sooner we find them, the faster I can stop him from possibly causing some intergalactic incident."

"You're overthinking it…"

"Oh_ I'm_ overthinking it?" Makoto replied, "I'm not the girl who set up a 12 stage plan just to talk to the boy she liked in highschool."

"Th-that's different!" Tsubaki argued with a blush.

"Keep in mind...this was talk...you somehow planned years in advance for a confession." Makoto went on.

"It was not years!"

"Uh yeah it was!" Makoto argued, "Seriously, Noel made an entire book based on those notes you made back at the academy!"

"It's true...oops…"

"Ahh~! See?!"

"...Well least I don't constantly deny my feelings f-"

"Uh look! I think I see them ahead! Let's go!" Makoto quickly shoute, trying to fight the blush on her face as she rushed off.

"Aha!" Tsubaki shouted running after her.

"We're done talking about this!"

"Oh no we are not! If you want to go there I'm going there!"

"This is different!" Makoto argued.

"Different how!?"

"I-it just is!"

"Just get back here, Makoto!"

"No!"

* * *

"...why do I feel like someone's talking about me in someway?" Ben muttered as his group walked alongside the riverbank.

"Probably a cute girl," Kagura teased.

"You know if the 'sneeze when someone talks about you' thing is true, you'd probably be hospitalized by now." Ben smirked.

"More cute nurses and Medical interns for me!" Kagura replied, 'Ahh...Tama was a cute one."

"Yes...after you got put into the medbay after what happened with Nanaya-san," Hibiki pointed out, making Kagura slump slightly.

"...Still worth it."

"I get the feeling Makoto is never going to let you live that down." Ben spoke.

"Hm?" Kagura blinked, "The way you say her name…" he leaned towards Ben, "You two...you uh...got a thing going on?"

"Huh?"

"Come on...you can tell me, buddy," Kagura smirked.

"What...me and Makoto? I mean…"

"Oho!" Kagura laughed, "This smells good...I can feel it…"

"Come on cut it out." Ben sighed.

"Argue it all you want, Ben...but you can feel it can't you? A pull...something that brings you and that girl together!" Kagura added, jumping up as Ben began walking ahead, "You two are vibing with each other…" everyone turned the sound of something being knocked over.

"Probably just Tao…" Ben shrugged.

"I mean it, man. She probably digs you a lot...and I can't blame ya if you do too. That smile of hers, that bubbly personality...that rockin' bod of hers…" Kagura listed off, not once turning as a figure began to approach him, "...and she's right behind me, isn't she?"

"No comment." Ben spoke backing away.

"If you strike me down, I'll only become even strongerrrrrr!" he cried as he was punted into the distance mid sentence.

"Grr…." Makoto growled, lowering her foot as she took a deep breath, "I...am so sorry for having you deal with him, Ben, Rook."

"Honestly from what I've seen...he seems to be decent...outside of that personality of his," Rook admitted.

"Say wha…"

"Deep...I'm talking deep deep...DEEP down…" Ben began, "He's an okay guy." he sighed, "He's still a mad pervert...but I think he still cares for people enough to risk his neck."

"It's ...true…" Kagura spoke, crawling back before falling over, "I'm not gonna be able to sit down for...a week…"

"I call nonsense!" Makoto snapped looking at Ben.

"Makoto...I've dealt with the worst of the worst...and Kevin…" Ben began.

"Hahaha...that sounds like an epic burn…" Kagura laughed.

"But...I like to think after years of giving second chances to people who deserve them, and first chances to people who didn't...I can give Kagura a chance." Ben smiled to Makoto, "Look I'm not saying he won't be a nightmare to Jerry and the HR department…"

"I feel like I'm gonna have to remember that name…" Kagura muttered.

"But if it comes down to his nonsense and making sure people are safe, I'm sure he's gonna pick the latter...and then go back to his nonsense." Ben sighed, continuing on as he kicked Kagura over into the river, "Look...don't trust him. But...trust me, I know deep down. He is a good guy."

"...I know, but...well if you can trust him...I suppose I can too...to an extent," Makoto sighed, "...And I will admit, he can throw a pretty good party…"

"That's the nicest thing you ever said about me…" Kagura 'sobbed', pulling himself back out of the water.

"It kind of is." Hibiki smirked.

"Oi!"

"Well...if we're done here, I can head back t-" Makoto began.

"Makoto…" Tsubaki began as she turned the corner, a small frown on her face, "What's this I hear about Ben being your Mate?"

"?!" Makoto tensed at that.

"...I'm sorry what?" Ben blinked.

"While I was on my way here to catch up to her, I ran into one of the Kaka Clan women, and they mentioned that she was Ben...er. 'Changing Guy's Mate'," Tsubaki clarified, making Makoto tense further as she began to sweat a bit.

"I knew it!" Kagura snapped shooting up, "Aha! I knew you two were...AH!" he cried as Makoto pushed him back down into the river, "I'm okay!"

"...SERIOUSLY?!" Ben exclaimed as he glared at Makoto, "Why would you say that?!"

"It was the only way I could get them off your back!" Makoto argued.

"Wait. Is that why I haven't been jumped down here?!"

"Yes!" Makoto crossed her arms, "B-besides, I only said it to save my own skin. So you should be thanking me!"

"Thanking you!?"

"Your welcome!"

"...Tsubaki…" Rook spoke.

"Yes Rook…?" she replied.

"I think you made them start _that _again." Rook sighed.

"This is normal?" Hibiki asked.

"Yes…" they both sighed.

"Oho! I'm so sorry being stuck with me is such a bad thing!" Makoto shouted.

"I never said that! Did I say that?!" Ben snapped.

"Well it sure sounds like it!" Makoto turned her head away.

"Oh that is not what I said and you know it!" Ben pointed at her.

"So then what's the big deal?!" Makoto argued.

"What...Well of course it's a big deal! What if it spreads like some crazy out of control rumor!?"

"Well I'm sorry for trying to help!"

"No. I'm sorry that I got you sucked into this!"

"Oh don't you even think of trying to reverse psych this on me!"

"I was not!"

"I hate it when Mom and Dad fight…" Kagura laughed.

"YOU STAY OUT OF IT!" Ben and Makoto snapped, the volume of their voices knocking Kagura back into the water.

"You see what you started?" Rook sighed as the trio took cover behind the corner of a building.

"I admit...this was my fault. But I oddly can't stop watching," Tsubaki muttered.

"I know right…?" Hibiki agreed.

"Oddly...me too." Rook muttered.

"Seriously, next time you decide to do something like that, _think_ before you do something that makes people assume something crazy!" Ben snapped.

"I...you...you know what? Fine…" Makoto began as she turned, using her tail to smack Ben into the water as she stomped off, "See if I do you a favor next time, baka!"

"What I...wha!?" Ben sputtered.

"Aw...she likes you…" Kagura teased, laying on his side next to the river, "It always means a girl likes you when she runs off saying 'baka'."

"This isn't an anime." Ben complained.

"You'd be surprised how often cliches mirror real life." Kagura smirked, "Seriously, if she was willing to go through something embarrassing like that just to help ya out...you know she crushing hard on ya."

"..." Ben said nothing as he climbed out of the river.

"...Hey uh...Rook right?" Kagura spoke, getting Rook's attention, "Why don't you and Ms. Yayoi take Hibiki off somewhere?"

"Is that wise…?"

"I'm going with Ben...besides, you think any of you could stop me if I tried to get away?" Kagura argued.

"Fine, but don't blame me if he turns Into that Grimlock form and eats you." Hibiki sighed.

"Let's go find Makoto." Tsubaki offered.

"Good idea," Rook nodded as he, Tsubak, and Hibiki walked off.

"...Ended up breaking up a good relationship over doing something stupid?" Kagura guessed as he looked down at Ben, offering his hand to him.

"?" Ben blinked at that as he looked up, taking Kagura's offered hand as he helped him up, "How did you…?"

"Ben...when you've dated as many girls as I have, you can tell these things...and often experience them for the good ones," Kagura admitted.

"I guess if anybody would understand how I feel...its you huh?" Ben muttered.

"Trust me...I take no offense to that whatsoever." Kagura sighed, sitting down and motioning Ben to do the same.

"Huh...noted," Ben said as he sat down.

"Yeah...and trust me on this...the ones that get away? The ones you feel a kinship or a connection to? It hurts…it hurts a lot," Kagura sighed, "There was this one girl I used to train with when we worked underneath this one person, and let me tell ya Ben...she was amazing. Seriously...everytime I flirted with her, she always had a snappy comeback...and kicked my butt everytime we trained. We even had a small disagreement once or twice on occasion, but nothing too serious...ahh she was great. But then…came it…"

"Came what?"

"The Ikaruga Civil War…" Kagura sighed, a serious expression on his face, "That girl I mentioned? We and one other actually worked under the leader of Ikaruga, Lord Tenjou...but to make sure the NOL didn't get suspicious, me and the girl I mentioned went back over to the NOL side so no one there would suspect us...and let me tell ya...that war…" he paused as he gripped his fist, "It wasn't a war...it was a massacre."

"...what happened?" Ben asked, not liking where this was going.

"Lord Tenjou disagreed with what the NOL was doing at the time...and it resulted in the Imperator declaring war on Ikaruga itself...and not just soldiers died, Ben...they even targeted civilians...Sakuya-the girl I mentioned- tried to attest this when the soldiers invaded Ikaruga after Lord Tenjou was killed and tried to assist people in escaping, and I tried to talk her out of it because of how many soldiers were in the city... that was the last I ever saw of her. I wish...I got the chance to tell her how I felt before the war..." Kagura sighed sadly, "My beautiful snow angel…"

"I'm sorry…" Ben spoke.

"Ah...my problem man." he waved off. "You however...I don't know how you feel about that scary squirrel girl...but it's clear you probably need to start talking about it." he added as he put a hand on his shoulder, "Otherwise...you might never get that chance...and that she'd be the one that got away...and never see her again."

"Huh…I guess you are right." he sighed, standing up, "Maybe...I don't know how I feel at the moment...but I know I don't want things to end like that."

"No one ever does Ben...no one ever does," Kagura nodded as he stood up, "Come on...let's see if we can find Makoto."

"Yeah," Ben nodded, "Thanks for the talk by the way."

"No prob, man. I look after people I fight alongside with," Kagura ginned, "That includes you you, Ben."

"Heh...if only you could act this way all the time, man. You'd get way more girls…"

"You mad genius…" Kagura realized his point.

* * *

"Stupid Ben...I do him a favor and he chews me out," Makoto muttered as she walked along an empty area of Undertown, "I mean...I'd be miffed too if someone did something without my consent...but I did it to save not my own skin, but to make sure he didn't end up getting a massive harem. I feel he's the 'one gal only' type of guy a.." she quickly shook her head to get the blush off, "No Makoto...you're mad at him...just...try and find a-"

"Is everythin' all set?"

"Hmm?" Makoto blinked, her ears twitching as she looked over at a nearby corner.

"Yes...it'll be small, but it'll give those foul beasts from the stars a message."

"...The heck?" Makoto blinked as she carefully hurried over, leaning against the corner as she carefully poked her head out a bit, noticing what looked like knights discussing something, an infinity symbol on their armors, _'...Do I spy on some sort of Renaissance Fair rejects or something?'_

"These weapons the Forever King gave us should do the job," one of the knights spoke, holding what looked like a lance before pressing something on it, unleashing a large laser blast that destroyed an empty warehouse.

"Yes...and these should keep the larger ones in line," another noted as they held up what looked like ropes with cuffs at the end, "And what if Tennyson interferes?"

"We exterminate him like the rest of those that betrayed Earth to those filthy aliens."

"Uh-oh…" Makoto realized their thing now, "Racists...wait...no...what was the word for don't like aliens...Xenophobes?"

"?! Who's there?!" one of the knights demanded as they turned, pulling out a blaster-like weapon before firing.

"Woah!" Makoto yelped as she jumped out of her hiding spot just as the laser destroyed it.

"...One of those filthy Plumbers…" one of the knights frowned behind their helmet before noticing Makoto's ears and tail, "...and now humans are creating hybrid freaks?! Are humans losing common sense that they breed with beast?!"

"Dude really?" one of them asked.

"...You know, I am having a really bad day right now, and you guys are _really _pushing the wrong buttons," Makoto frowned as she brought her tonfa out, "So who're you guys supposed to be? ….Actually you know what? Nevermind...I'm gonna use you like punching bags to vent on."

"Yeah well...your face!" one of them countered.

"I'm surrounded by idiots…" another groaned, "Get her!"

Before one of them could get a chance to shoot, Makoto shot up before him and delivered a right hook across his face, making him stagger back as the Beastkin quickly jumped away from some laser fire. She hopped over another laser blast before grabbing the blaster the knight she landed before used and hit him across the head with it.

"Don't you know you could shoot your eye out with this?" Makoto scolded, "Oh, wait. That involved a BB Gun and a lamp shaped like a lady's leg." she ducked another laser shot, "Hey! Watch the ears! I don't want them pierced, dang it!"

"Silence, she-beast!" one of the knights snapped

"...oh, you are seriously pressing all the wrong buttons today, buddy!" Makoto snapped as she grabbed a wrecked hover vehicle.

"GH?!" one of the knights tensed as they barely avoided the thrown vehicle, "By the gods, what matter of c-"

"You're not British, Gary!"

"I'm just fitting the role!"

"You've been watching news feeds from Detroit about that archer again, haven't you?"

"...Noooo…"

"A beatdown and a show. Not bad," Makoto snickered.

"Silence!"

"Also who..or rather what are you guys supposed to be anyway?" Makoto asked as she easily dodged a laser, "You xenophobes rejected by a Ren fair because you got too into a role or something?"

"Nay! We are the Forever Knights, and it is our duty to cleanse the earth of you non-human scum!"

"Forever Knights? Forever...Knights…" Makoto muttered to herself, tapping her cheek in thought, "Where have I heard that name before?" she shrugged, "Eh, must have been unimportant if I can't remember."

"What?!" the three exclaimed.

"Yeah...I mean if you're knights, shouldn't there be more of you?" Makoto quipped...before a whistle went off as more Knights jumped out of something of abandoned buildings, "...Me and my big mouth."

"Can't leave you court jesters alone for a moment," the three knights separated as a large, red armored knight stepped forward.

"...Let me guess, leader?" Makoto guessed.

"Nay. I am one of the Forever King's chosen."

"Of course there'd be a Forever King…" Makoto muttered, "What? Is there a Forever Queen, too?"

"If only...but alas, you've seen something ye should not have," the red Knight frowned behind their helmet, "For opposing the Forever Knights and not being fully human...thy punishment is death."

'_...I'm getting some major NOL vibes from these guys,' _Makoto thought in light worry

"The rest of ye, fall back and continue the operations," the red Knight ordered, "I shall deal with the interloper myself."

"Aye!"

"...Yeah. Like I'm g-" Makoto began before the cuff of one of the ropes tossed by one of the Forever Knights had wrapped around her neck, making her tense as she nearly fell to her knees, "Wh...what the…?"

"Weak?" the Red Knight asked, holding the other end, "Our majesty had crafted these special cuffs to sap the strength of any non-human species it snaps onto, so now…" they paused as they pulled out a large executioner's sword, "Let us see if thou can fight like a normal human."

"Gh...so? I...don't need my strength to beat ya," Makoto countered as she held her fist up, _'Easy for me to say...I can barely lift my tonfa and stuff…'_

"Defiant, are we? Well then…" the Red Knight began before using the rope to pull Makoto towards him, "En guarde!"

"Yeow!" Makoto yelped as she ducked under the slash before going for a punch on his chest armor..only to wince before she rolled out of the way of another slash..before she was stopped when the Red knight tugged her 'collar', "Gah! I thought Knights believed in fair play!"

"We do...its plenty fair now that you don't have your inhuman powers." The Red Knight argued.

"Just my luck I get the jerk whose clever!" Makoto complained before pulling her tail out of the way of a slash, "Hey hey! No aiming for the tail!"

"Ha!" he swung down only to blink as his swing hit nothing, "What trickery!?"

"Is the Shakespeare speech just...a requirement?" a voice spoke as the Knight looked up as Fastrack, "I mean even George wasn't that bad at it...in fact with him, it was almost charming...but you guys...ugh...I can feel Shakespear rolling in his grave."

"Tennyson!"

"Do I know you?" Fastrack asked, "No...I don't think so." he smiled.

"Oh you think your just cute, don't you!?"

"Buddy, I'm adorable. Look at these fluffy features, I'm like a kitty cat."

"Yeah...you are…" Makoto chimed in in a calm manner, "Now..how's about helping me here?!"

"Hey mind giving us a second, Round Table dude?" Fastrack spoke, leaving with Makoto.

"What?!" he asked in confusion before noticing the rope he was holding was gone, "Gah!"

"Yeah...they have some issues to talk out." Kagura sighed from behind him, making the Red Knight tense as he swung a fist at him, only for him to duck, "But don't worry...I can play with you and your merry little band."

"Please don't call it that…" the Sarcastic knight sighed.

"I call it as I see it," Kagura quipped before jumping back from an axe slash from the Red knight, "And of course you have hidden weapons."

"A knight must always be prepared to deal with interlopers," the Red Knight stated, holding a large two-handed axe.

"Hmm…fair point. Oh wait…" Kagura began as the Proto-TRUK drove in, crashing through a few Knights, "I have a retort."

"Hmm?" the Red Knight raised a brow behind his helmet before a bundle of black was tossed from the Proto-TRUK.

Kagura jumped up as he grabbed it, pulling on the cloth before draping it over his shoulders, revealing that it was a black cape with gold trim and crimson lining as he rested it on his shoulders. He then grabbed the item that was wrapped within the cape, revealing that it was an enormous black sword with red grooves along both edges, the handle having a white grip wrapped around it. What was odd about it was that it lacked both a tip to the blade and a guard for the hilt, making it look like a flat rectangle.

"What...is that?" the Red Knight blinked a few times.

"Oh this? My sword...Kagari: Rokushiki souken," Kagura answered, single it once single handedly as he got into a fighting position, "And you guys? You can call me Kagura...the Black Knight."

"B...Black Knight?" One Forever Knight gulped at that.

"Yup..and half your guys are about to be taken down," Kagura smirked.

"Hm?" the Red Knight pondered before a few Knights cried out, making him turn to see a few on the floor, Hibiki standing before them as he held a large metal sheath around his lower back, a pair of twin swords in his hands while he sported a jolting-sapphire-blue poncho-like jacket over his regular attire.

"...I did not even see him move," Rook noted as he and Tsubaki climbed out of the Proto-Truk, weapons in hand.

"So these are Forever Knights, seems they've lost the upgraded suits Ben talked about." Tsubaki noted, "And they have much...lower standards for recruitment."

"She's talking about you…" the three stupid Knights whispered to one another.

"However…" Tsubaki began with a frown as she stood ready, "That doesn't change the fact how dangerous they are from the reports I've read."

"...How bad are we talking?" Kagura asked.

"From what I've examined, Kagura-dono…" Hibiki began before he suddenly dispersed into a murder of crows jsut as one knight tried to slash him, making him tense before the crows regrouped behind him as the knight cried out fom the emerging Hibiki, "They had attempted to purge the entire city of all alien, half alien, and alien supporters."

"...How…" Rook began.

"I was looking into some notes while I was keeping an eye on Kagura-dono and make sure he signed those papers...with Magister Tennyson's permission of course," Hibiki answered.

"Purge?" Kagura asked.

"They even killed a Plumber agent reportedly while he was in the middle of a date." Hibiki added.

"So...you guys are that level of scum." Kagura scowled.

"Scum?" the Red Knight repeated with a growl, "We are the Forever Knights! It is our sworn duty to purify the Earth of filthy non-human filth, and the traitors who would side with that!"

"See I hear you talking…And all I hear is 'blah blah I'm horrible blah blah'…" Kagura taunted, "You guys clearly are nothing but a bunch of assholes who think they have a right to scare off anyone different than them. Well I've spent some time with these aliens...and the only bad guys I can see here...are you."

"What?!"

"Yeah...No one species is superior to another…" Kagura continued as he gripped the handle of his sword, "I've seen people like you before...people who have that 'holier than thou' personality and kill anyone that disagrees with them, or aren't like them. It's guys like you that make me sick to be a human."

"...How dare you…!" the Red Knight growled, "I will not let this stand! Forever Knights, destroy these traitors and that non-human filth!"

"Fine...have it your way," Kagura frowned, "Hibiki, you, Rook and Ms. Yayoi make sure none of the grunts get past you. I'll deal with big red here."

"Understood," Hibiki nodded.

"Wait...but I…" Tsubaki began.

"Moment I saw ya, knew you were the daughter of the Yayoi family," Kagura answered before using his sword to block an axe slash from the Red Knight, "But let's save that talk for later!"

"..Of course," Tsubaki nodded, using her shield to block a laser blast before charging.

"What interesting people we meet." Rook sighed, firing a few shots at a few Forever Knights.

* * *

"Stand still…" Ben muttered as he tried to get the 'collar' off of Makoto.

"I would if this thing wasn't itchy…" Makoto complained a bit as she fidgeted.

"How is a metal collar itchy?"

"It just is, okay?! Now hurry...I can feel my strength still slipping away…"

"Well just calm down okay?"

"I..okay," Makoto sighed as she stopped moving.

"...Hey. I'm sorry okay?"

"Hmm?" Makoto blinked at that

"I said, I'm sorry for blowing up like that before." Ben sighed, "I..just wished you talked to me about it before you decided to declare something like that."

"...Yeah well...their rulings are simple like that," Makoto sighed a bit, "Besides...wouldn't you do something embarrassing like that just to get some large clan of cat girls off my back?"

"In a specific situation…Yeah. I would," Ben smirked.

"...heh. Thanks then," Makoto chuckled a bit, "Seriously...be lucky you weren't the one there. You should've seen it. I mean..they clawed me, tore up my cloths..they threw everything at me, including the kitchen sink!"

"I guess Tao's not the only weird one." Ben muttered.

"Yea...least Tora and the elder have some common sense."

"Heh. Yeah…" Ben chuckled before grunting a bit, "Seriously...what did those guys make this out of?"

"Not sure...I'd break it off, but...strength sapped and all that."

"Hang on." Ben sighed tapping the Omnitrix as he became Upgrade. He tapped his finger to collar and began merging with it =Huh it got a lot of tech for something so tiny...thankfully it only works on organic life forms and not techno-organics or we'd be stuck like this=

"Oh phew…" Makoto sighed in relief at that, "...Heh. Could you imagine if you ended up turning into something that gave me armor of some sorts?"

=What? Like some type of sailor fuku or something?=

"Heh heh. Yeah...that would be cool...but probably pretty embarrassing to both of us since I'd be wearing you in a sense," Makoto giggled.

=...=

"...Oh~? You were thinking it, weren't you~?" Makoto teased.

=You know I could zap you right now and it spread through your whole nervous system, right?=

"Heh heh...learn to take a joke man," Makoto grinned before the 'collar' popped off, "Hoo...that's much better…"

=You are very much welcome= Upgrade laughed, moving off the collar as he changed back to Ben.

"Heh heh. Yeah…" Makoto chuckled, rubbing her neck a bit before a light blush formed on her cheeks, "Th...thanks by the way...for saving my tail back there."

"You'd have done the same for me." Ben replied, scratching the back of his head, "So...let's just call it even from here on. And make a whole new board of who's saved who?"

"Deal," Makoto nodded before smirking, "Now..how's about we head back to the others and beat those walking tin cans?"

"I always loved that." Ben smiled, "Ah I missed hearing dudes in metal long johns curse in the king's english."

* * *

"Grr!" the Red Knight grunted, clashing with Kagura.

"Wow...that's a good swing...what is that thing, powered?" Kagura asked, "Man that would explain all the craters from each time you missed. I highly doubt you are that strong of a person under there," he spun around and knocked another swing away, he twirled his sword around before thrusting it forward and hitting the Red Knight's chest sending him skidding back and slamming into a wall, "Now I see why Ben doesn't think highly of you guys. No skill and no style… you know...on top of being xenophobic nutjobs."

"Silence, traitorous scum!" the Red Knight snapped, shooting up as he charged.

"I get it. You hate people who like aliens, you ren fair reject," Kagura quipped as he blocked a swing.

"I am amazed he can lift that giant sword easily," rook noted, shooting a few shots at a few Forever Knights before kicking one that tried to sneak up on him from behind.

"He prides himself on being stronger than he looks to." Hibiki spoke slashing a knight, making his weapon and armor fall apart.

"Ahh! I've been exposed!" the knight freaked before Hibiki kicked him back.

"I b-" Hibiki began before a pair of laser blast nicked his blades, causing them to crack a bit, "..."

"Ha! Whatcha gonna do now?!" the knight that fired the shot laughed.

"...this," was all Hibiki replied as he pressed something on the grips, causing the blades to shoot out and pierce two more Knights' blasters before moving the grips to the sheaths on his back and with a quick motion, a new pair of blades were on the grips.

"You had to ask…" the Sarcastic Knight sighed before Tsubaki knocked him over with a shield bash, "Gufaw!"

"Well you know I figured…" the knight who fired began before Hibiki ran past him, "My armor's gone aint it?"

"Yes...also really...briefs?" the Sarcastic Knight asked from the ground, "You disgust me Jerry…"

"Ahh~! There's always gotta be a Jerry in a group!" Kagura laughed as he dodged a slash from the Red Knight, "Well...that or a Larry. There's always gotta be a Jerry or Larry."

"...Don't pay attention to it Tsubaki..don't...pay attention to it," Tsubaki muttered, mentally trying to convince herself that Kagura was pulling a facade...and not being a lazy older version of Ben...minus the puns of course.

"Why won't you take this seriously, jester?!" the Red Knight snapped as he slashed down, only for Kagura to catch it by the weapon's grip, "?!"

"Cause from what I can tell...Ben doesn't take you guys seriously anymore. I can tell at one point he did. But without the leader of yours he respected...you've fallen into disarray." Kagura explained, "The fact you even had a leader worthy of the respect of the World's greatest hero means maybe at first you weren't bad...but years and years of leader after leader twisted you into the kind of organisation I hate the most." he began pushing the weapon back making the Red Knight grunt in an effort to win ground over him, "But the fact he just ran off without beating any of you means that he finds you beneath his time. Which I kinda respect, since he trusted me to handle it of all people...but again…" he pushed back as the axe blade was now against the Red Knight's own collar, "You're clearly nothing but a joke, saturday morning bunch of villains. So let me treat you with the level of seriousness that entails."

"Wh...what…?!" the Red knight grunted, trying to move his weapon away...but to no avail.

"Alright, I've made my speech…" Kagura sighed, kicking the Red Knight sending him skidding away, "You guys can go home to your boss...now…" he paused as a new Knight walked up from the shadows.

This one had thin armor in a dull rustic maroon red. Two swords attached to its back that looked more like Katana's. His yellow visor flashed as he looked down at the downed Red Knight.

"Oh crap…" the Sarcastic Knight spoke in concern.

"So...who's…" Kagura began as the new Knight pulled out his sword and slashed at the downed Red Knight making him fall over, "Whoa!"

The new Knight said nothing before quickly turning to block a slash from Hibiki, he then flipped over him and swung to block a swing from Rook. The Knight pulled out his other sword and flipped it around to hold in a reverse grip as he blocked from Hibiki again. He spun around pushing them away, as the two lost balance, the Knight jumped and performed a split kick that knocked both away. The two rolled up only to flinch as the Knight's swords were aimed at their necks.

"Okay...that is a big boost in skill…" Kagura spoke, grabbing his sword and prepared to strike.

"I wouldn't if I was you, good Black Knight." a new voice spoke as yet another Knight walked out. His armor was more of a dull Platinum grey, with the Forever Knight's coat of arms in the center of his chest armor. Yellow lights formed in his armor as a red cape billowed behind him, his helmet was different, he had a head crest along the back of his helmet, his mouthplate had four glowing lines emulating a grilled visor guard, and a yellow wide V shaped optical visor, "I let these old members join my new Forever Knights but like the original versions...they just can't keep up with the times." he sighed.

"...Let me guess, you're the new head honcho of these guys," Kagura guessed, standing ready in case something happened.

"I dabble." he countered, "You...are another time displaced weirdo, right?"

"?!" Tsubaki tensed at that while Kagura raised a brow.

"Oh right...you don't let the public know that…" he sighed, "Right well see...unlike the old order, I am a modern man. And like any modern man...knowledge is power. Well Knowledge and money." he sighed as he then walked up and tapped the truck the other Knights where using to smuggle their weapons, "And broken down these will fetch me lots of money."

"...So. You're a bunch of arms dealers then," Kagura noted.

"Not by choice...do you know how hard it is to make money in this weird alien-filled world economy?" he went on, "Aliens have their uses...weapons...tools...research data…" he raised his arm as a shield of light formed and blocked a swing from Kagura.

"Buddy, you better not be implying what I think you are…" Kagura frowned.

"What if I am? They aren't humans…" he countered, leaning forward to match glares with Kagura, "Since they aren't human, I'm not doing anything wrong now am I?"

"No..but I know enslavement of an entire race and species when I see it or hear it being implied," Kagura countered back.

"Like I said...they aren't humans. Why? does that matter. They are just invaders from other worlds." he argued pushing back, making Kagura blink in surprise, "Earth belongs to humans...and they aren't..._human_." he swung his shield and pushed Kagura back.

"...Yeah well from that type of mentality, you're just creating more seeds of hate," Kagura stated, thw glare not leaving his face, "I can see it...aliens possibly hurt you guys at one point, so you're lashing back out...well here's the thing. If that 'invader' had a family, they'd take revenge on the people who killed them..Earthlings. And if anyone got caught in the crossover, you'd feed that growing hate and it begins again...an endless cycle of hate."

"Your good at the politics game kid." the Knight spoke, "But I'm not a political type. I'm the...Economic type." he clicked his tongue as he found the right word, "And...I don't see any problems with that." he raised his shield and blocked another slash before spinning around Kagura.

Kagura swung again, only to flinch as a mace of the same solid light energy almost struck where he was standing. The Knight pulled back on the energy mace connected to a metal handle before it flashed and reformed into a beam sword of yellow energy. The two clashed blades again as their strength was evenly matched.

"So...what do you get out of this whole nonsense then!?" Kagura demanded.

"The satisfaction that I was right." he replied simply blocking slash after slash.

"That's it?" Kagura grunted.

"Well its all I care about in regards to this whole conflict." he blocked another swing before turning around and reforming his shield only larger to the size of a riot shield to block Tsubaki's attack, "But really...what I want to know most of at the time being is how you folks ended up stuck in the past. Now that...is interesting."

"...How do you know of all this?" Tsubaki asked.

"Tennyson has his friends, I...have mine." he replied simply as he spun and deflected both away from him. He lifted his head and let out a whistle.

Everyone blinked as the sound of footsteps made them look to see a new set of Knights in a different uniform showed up. They all wore pure black body suits with silver armor covering their chest with the Forever Knights coat of arms in the center. Silver armor shields on their biceps, silver gauntlets and matching boots. With helmets marked with three Red visor vents. They raised their arms forming red light shields as they pulled matching handles off their sides which formed into various weapons of hard light.

"And these are?" Kagura asked.

"The Real Forever Knights…" the caped knight spoke simply, "The Elite, and my personal battalion."

"...Well…dang," Kagura muttered as he and Tsubaki stood up.

The Ninja Knight flipped over as he stood next to their leader. They all raised their swords at the ready. This time however...it was clear these Knights knew how to use their weapons. Taking proper stances for whatever weapon they had. None of them showed a weak stance like the ones before.

"Well...your move, Black Knight," the caped knight simply stated.

"So many...and one was enough to knock down even Hibiki," Kagura whispered as he and Tsubaki stood defensively.

"Yes...was rather taken by surprise of his moves," Hibiki admitted as he and Rook joined the two.

"Not a single weak point…" Rook noted, "Tsubaki, any ideas for a course of action?"

"...Unless Ben and Makoto show up, best I can suggest is retreat," Tsubaki answered.

"Aw...you do love us!" Makoto laughed, appearing next to them, "Sorry. We…" Makoto began before noticing the new Knights, "...Well. Looks like they leveled up…"

"Makoto Nanaya…" the caped Knight spoke, "Technically an Earthling...but something else...that strikes me as so odd…"

"You know our names too?" Tsubaki asked.

"I do, Tsubaki Yayoi." he nodded, "Like I said, Knowledge is power. I know of all of you, Noel Vermillion, Mai Natsume, Kajun Faycott, XJ-9, and all the rest of your friends."

'_Ju...just how much does he know?!' _Tsubaki thought with wide eyes.

"Okay that's creepy...Stalker Knight." Makoto noted.

"You can just call me Forever Knight." he spoke, "Or Forever for short...I know how much you enjoy nicknames."

"Yeah...but I'm not the only one that likes to make nicknames and puns," Makoto smirked as a green flash went off.

"Ah…" Forever began as his Elite Knights raised their shields merging them into a dome which served to block FourArm's strike, "Mr. Tennyson."

"Whoa...you guys are good." FourArms grunted, punching the barrier a few times.

"I should hope so...I tested this barrier to take some strikes form your biggest hitters." Forever replied, "Not gonna lie, I expected Humungousaur…I figured it fit with our Knight dynamic...you know since it kinda looks like a dragon...eh..."

"I disappointed the Forever Knights...what kinda weird day is this?" FourArms asked.

"Weird? I see it more as...interesting," Forever countered.

"Wow...what did we miss?" Makoto asked.

"A lot…" Tsubaki answered, "It seems like we've attracted the attention of the _Real_...Forever Knights."

"Wait...then those guys before…" Makoto blinked, "...I almost lost to rookies!?"

"Even a broken clock is right once or twice…" Forever sighed.

"Okay! Come on out of there, fancy!" FourArms demanded punching the barrier a few more times.

"Ah...if you insist." Forever swung his weapon handle as he launched a morning star that phased through the barrier and struck FourArms knocking him off the barrier.

"Oof!" FourArms grunted.

"FourArms...Tetramand." Forever spoke, walking forward as his Knights moved and formed a circle around Him and Ben, his visor flashed for a moment as he swung his morningstar down as the whip stiffened and straightened out making it into a mace as a spike extended from the top.

"Okay...so not like other Knights…" FourArms spoke charging and swinging only for Forever to duck under and around the swing, "What th-!" he grunted as the mace struck him across his face knocking him off balance.

"Hmph." Forever raised his shield arm up straight as his shield shot forward like an arrow and struck FourArms in the back knocking him down to the ground, "Data seems up to date." he spoke as his shield reformed.

"What the…" FourArms grunted getting up, "What are you?"

"_The_ Forever Knight." he spoke simply.

"Oh your just clever ain't ya?" FourArms spoke as he clapped his hands sending a shockwave at Forever.

Forever raised his shield as it grew into a Riot shield he planted into the ground and blocked the blast. He then looked up as FourArms jumped down and punched the shield sending him skidding back. Forever tensed before his Knights parted and grabbed him before pushing him back forward. He jumped and rolled around slamming his mace into FourArm's face making him back away. FourArms swung an uppercut with his lower right arm as Forever leaned back and let it fly past his helmet. Forever grunted swinging his mace up and striking FourArm's stomach making him grunt and stumble back. Forever leaned back up, using his leg strength alone. FourArms blinked in surprise as he was struck across the face again.

"...Okay…you're really good…" FourArms muttered, wiping his lip of some blood as he quickly shook his head.

"I'll say…" Makoto muttered in awe, "I've never seen a human fight an alien like this…"

"There is Ragna," Rook pointed out...before pondering a bit, "Though given his level of strength and that power he used back when we first faced Khyber, I am pondering whether he is human or not."

"Ah yes…" Forever sighed, "I forget the peanut gallery." he raised his shield to block a punch before pushing it and FourArm's fist to the side, "A shame really, Tennyson...you would've been a great ally if you weren't so attached to your band of misfits."

"And what's that supposed to mean?" he grunted.

"I mean that, you, like me...when you aren't transformed, are still just human." he sighed, "Like you, I also respected George. He wasn't pointlessly xenophobic, he just knew if we left these freaks here...we'd only invite more dangers like the Dagon."

"Well they're here now...and we just gotta learn to accept them for who they are." FourArms spoke.

"And what if they don't accept us?" Forever spoke up, "What if they want Earth to be more like their home worlds? Like Vulcanus...or the Kraaho?" he listed, making FourArms stop for a second only to get bashed upside the head by his mace again, "You know I'm right…" he spoke, "We humans can barely live with ourselves...what makes you think we can live with aliens?"

"We're doing good so far…" FourArms coughed.

"Cause nobody knows these freaks are living right under our feet." Forever laughed, "Watch the moment Bellwood learns of this Undertown...all hell will break loose. And who will be to blame for it? You Ben Tennyson." he pointed at FourArms, "Can you honestly tell me if the panicked humans attack the aliens...the Aliens won't fight back in...self defense?"

"I'll make sure that doesn't happen!" he roared charging only to be blindsided by a shield bash to his face and a mace strike to his temple, "Gah!"

"Even your friend the Black Knight knows the point. I just know that when that cycle begins...I'll be there to reap the rewards." Forever spoke, "The simple fact...I was right. Humans and Aliens can't live in peace...the future your friends are from is but proof of that."

"You know about their future?" FourArms asked.

"Oh I do...I know how its a wasteland...its filled with beings that are part beast part human...but born of Earth...and I know that it's a potential future for _our_ Earth." Forever spoke simply, "Why is that so important to me you wonder? Well...I guess I'm just a fan of the classic question: If you could go back in time...what event would you change?"

"..." Makoto tensed a bit at that last part, "...Change...

"...I know what you're thinking, and no…" Kagura spoke, earning the squirrel girl's attention, "If you think about making sure _that _never existed...you'd most likely end up erasing not just yourself but everyone you knew that was born from the timeline after its death."

"He's right…" Tsubaki spoke.

"I know…" Makoto sighed.

"See...even your own friends think about it." Forever noted, "Ben...what would you do if you could do the same thing?" he asked, "Keep Ascalon? Go back and defeat Vilgax of the past with your skills you have now?"

"Yeah...I think about that stuff...but I also know time travel is a dangerous game! One that can hurt more than it helps!" FourArms growled.

"But does it have to be?" Forever stopped him with that sentence.

FourArms took a moment to ponder it...only to be blindsided and bashed with the shield and then the mace knocking him down and reverting him into Ben. Ben grunted holding a swelling black eye as Forever stood over him.

"Ben!" Rook and Makoto panicked.

"You hesitated Ben," Forever spoke earning his attention, "Your smarter than you let on young hero. Deep down...you also wonder the What ifs...the Could have beens. How you can right the wrongs. I am like that as well." he put his weapon back on his hip as it deactivated, "Deep down Ben...you and I...we aren't so different." he held his hand out to him, "We could do much greater good together as allies then as bitter enemies."

"..."

"You know I…" Forever began before quickly turning to block a slash from Kagura.

"Sorry...but he'll have to decline your offer," Kagura frowned.

"Hah…" Forever sighed as his suit lit up brighter, he swung his hand pushing Kagura back from a sudden increase in force, "That's always the problem with you hero types…" he charged as he punched at Kagura who blocked with his sword, the force still pushing him back slightly, "You never work off reason."

"Maybe…" Ben grunted getting up, "But I make sure innocent people are kept safe!" he spoke slamming the Omnitrix and turning into Diamondhead.

"Ah…" Forever sighed as his Knights all dispersed and grouped around Ben's team weapons aimed, "I really wanted you at my side Ben...but I guess your too stupid to see a good thing even if it staring you right in the face."

"Well...you're right about that, but the good thing I'm missing sure ain't your slimey deal Knight boy." Diamondhead replied, grabbing a spike from his back as he pulled it out as a crystal sword.

"Alright, I can see we have reached a bit of an impasse." Forever spoke, "Let's make it...simple. Me and my elite guard will take what's ours and leave...you can keep the nobodies. And in exchange...everyone leaves alive…" he paused, "Well...except for him." he pointed to the Red Knight.

"...Tch...deal," Diamondhead groaned.

"Ben!" Rook spoke.

"Look around partner…" Diamondhead pointed to the Ninja Knight his swords aimed at Rook and Hibiki's backs.

"Good!" Forever clapped his hands as his Guards lowered their weapons followed by the Ninja Knight, "I had some important research data in here too for my partner."

"Partner?" Kagura asked.

"That...that's him now." Forever pointed as they heard footsteps from the shadows.

"So...this is him...fantastic." a voice spoke that sent chills down the backs of those who hailed from the Future, "The Wielder of the Omnitrix...a vessel that changes so drastically...but still holds the same soul each time. Truly...an amazing work of scientific art."

"...you gotta be shitting me…" Kagura whispered as a figure began to approach from the shadows.

The figure was an older man, possibly in his mid-thirties. He wore a magenta outfit that would be fitting for someone of the victorian times while his hair was blond and short. He wore a golden opera mask, a purple shirt with black rimming and had a knee-length magenta cape flowing over it. His cape had a golden X-shaped fixture to hold the cape in place and had two rings protruding out of the lower front halves of it. His baggy white tights were tucked into his stylized black and purple boots, these boots had golden toecaps that had a silver colored nail-like fixture on the top; the mouth of the boots also had a white and golden cuff to them.

"How...is that possible?" Hibiki whispered in disbelief, "You should be dead…"

"Hmph...so they say…" the masked man replied before looking at Tsubaki, "Hmm...interesting. You've been freed of the Mind Eater Curse…"

"No…" Tsubaki spoke, taking a step back before she winced, her head starting to her while her sight...began to blur, "N...nande…?! Wh...what…"

"Tsuba…" Makoto began before she tensed, feeling the masked man's gaze on her now.

"Interesting...you've survived going through the Boundary, and yet not an ounce of Seithr mutation on you…"

"...W….h….wh…." Makoto whispered, the Beastkin starting to shake as memories of sorts began to form in her head…bad memories. Memories of this man...no. This monster picking her mind...unleashing certain bad memories as she began to hyperventilate.

"Doctor...please stop picking on them." Forever spoke, "We have much work to be done." he gestured to the truck.

"Hm yes. You have a point my good lad." he sighed in agreement, "Much work to be done, and much to discover."

"Wait a minute...who the heck are you?" Diamondhead demanded.

"Humor him…" Forever sighed.

"...Very well…" the man nodded, "I am Relius Clover...and you boy…" he paused as he pointed at Diamondhead, "Have something I need for my research.."

"You want my Omnitrix." he realized.

"Yes...well if its attached to you or not doesn't exactly matter. But it's crucial for oh so many reasons." he smiled, "And such a wonderful work of science is wasted on a dullard boy like you."

"...Yeah well many guys like you have tried before and failed miserably," diamondhead countered as he slammed a fist on the ground, sending a wave of crystal spikes at Relius...who merely stood there before the spikes...phased right through him, "?!"

"Really Ben...attacking an unarmed man like that?" Forever asked mockingly.

"It's fine…" Relius assured, "The boy was testing to see if I would flinch or not…to see if I would counter his attack."

"Are you just a hologram?" Diamondhead asked.

"Maybe I am...Maybe I'm not." Relius replied simply, examining the crystals, "Fascinating...to think even beings made of crystallized earth exist in space...and they have their own soul...hm? Ahh...you tape a piece of your soul into the crystals to manipulate it."

"Okay...this guy is creeping me out," Diamondhead muttered

"Science often is...but oh so worth it." Forever spoke, "Well as per our agreement Ben. We shall be leaving...not that your team other then Rook and Kagura are in any real state to fight with you if you changed your mind."

"St...stop it…" Diamondhead turned to see Makoto shivering, a look of fright in her eyes as she held herself, "Stop..messing with my head…"

"Ahh...I...I can't...why can't I see?" Tsubaki asked, her eyes starting to dull as everything before her started to get hazy.

"Hm...It seems Psychosomatic…" Relius noted, "Memories of...past meetings."

"What are you doing to them?" Diamondhead demanded.

"It's not what I'm _doing_...it's what I _did_," Relius corrected, "It seems they...are traumatized by me. I did some tests on them before to...fruitless degrees. But It was educational in its own merits as well...though for Tsubaki Yayoi..." he looked over at the red head, "It was not _I_ who put the Mind Eater Curse on her, though...Oh, that is it...the Izayoi's effects. The temporal anomaly that brought her here must have neutralized the effects to an extent."

"Th...The Izayoi?" Tsubaki repeated, grunting a bit as she barely managed to see Relius, "Why...would I use my family's most sacred...weapon?"

"Why...to enact the justice you cherish so, my dear...the justice of the Imperator," Relius answered.

"So the Imperator isn't even here and their hold over people persists…" Kagura frowned.

"Cause and effect…" Relius countered, "But yes, she cursed herself due to her own faulty logic. The funny thing is I assume if she had just talked it out with her friend Noel Vermillion...it could have been avoided. But alas...that drive was key to…'purifying' her by the Imperator...and she wouldn't hesitate in wanting to kill her friends and Jin Kisaragi.."

"I tried to…" Tsubaki gasped, falling to her knees.

"Tsubaki, that's not you...Not anymore," Diamondhead spoke, getting her attention, "You have a second chance...I somehow gave you that. A Second chance, are you going to waste it just cause of what a version of you did?"

"...n...no...I won't…" Tsubaki replied, grunting as she began to stand back up, her vision starting to return...as her eyes constantly changed from blue to red for a few moments, "I won't...let that happen…!"

"Hm?" Relius blinked at that, "Did he...amazing...how strong is this boy's soul that he can help one free themselves from darkness…"

"RAH!" Diamondhead roared, unleashing a massive wave of spikes as they stopped before Relius and Forever, "You...you need to shut up…"

"Hmm?"

"Just hearing you talk...just looking at you is making my blood boil…" Diamondhead growled out, "You made my friends hurt just by being here...and I don't like seeing them like this."

"Your right...this guy is the absolute worst form our time." Kagura spoke with a scowl.

"Let's agree to disagree," Relius countered, "...But for another day."

"Huh?"

"Given the rage you seem to be giving off, Benjamin...it might result in the destruction of a third of Undertown," Relius stated, "Can you live with yourself on that?"

"..." Diamondhead lowered his arms.

"You are powerful...but when the temper flares, you cause a lot more damage then your villains," Forever pointed out.

"Just…just get out of here…"

"Very well..but know this," Relius began as he and the Forever Knights stepped back into the shadows, almost as if they were melding with it, "We will meet again…"

"See ya soon, Ben," Forever added.

"That was…" Rook began.

"Unexpected...freaky...humiliating?" Diamondhead began as he changed back into Ben.

"Horrifying...enraging...creepy?" Kagura added.

"Yes." Rook sighed.

"Perhaps it is best to return to the Plumbers HQ to tend to Yayoi-san and Nanaya-san...especially the latter," Hibiki suggested, noticing that Makoto was still shaking while the look of fear remained on her face.

"...Makoto…" Ben began as he walked over and placed a hand on her shoulder, "Y-"

"?!" Makoto tensed before grabbing his arm and slammed him on the ground, "DON'T TOUCH ME!"

"O-Okay...I...I deserved that…" he grunted, his voice returning her to her senses somewhat.

"...B….ben…?" Makoto whispered, heavily panting as she looked down...her fist reeled back before she lowered it, "I...I...I am...I am so sorry…"

"You know you look almost as deceptively adorable scared as you do angry…" Ben grunted, "Oh my back...and my butt…"

"...I...I am sorry…"

"Let…" Tsubaki began, one of her eyes closed as she held a hand on her head, "Let's do what Hibiki-san suggested…"

"Good call…" Rook nodded.

* * *

"...And you're sure you saw Relius Clover?" Kajun asked, currently looking at some medical notes as she, Ben, and Kagura stood outside the medical wing of Plumbers HQ.

"Fancy hair...dressed like Dracula's cousin with a thing for purple and pink...gold phantom of the opera mask…" Ben listed, "Totally creepy and makes your skin crawl even when said skin is made of crystals…"

"...Not good. If he's here...we need to be extra cautious," Kajun frowned, "i'll have to inform Magister Tennyson to put out a high alert for him."

"...He's really that dangerous, huh?" Ben asked.

"Best you don't know what he's done," Kagura answered before looking over at Kajun, "So...how're Ms. Yayoi and Makoto?"

"We've calmed them down and they should return to normal after some rest." Kajun explained.

"...And Tsubaki's eyesight?"Ben asked, making her raise a brow, "After seeing Relius, she was holdign her head in pain...and saying she couldn't see. He then brought up this Izayoi thing th-"

"The what?" Kajun asked with wide eyes before whispering to herself, "She must've used it when...S-sorry. I need to focus on something right now…"

"Huh?" Ben blinked as Kajun walked off.

"Cursed item…" Kagura explained simply.

"Oh…" Ben understood, "Wait...how cursed?"

"The Izayoi lets you more or less manipulate light," Kagura explained, deciding to give the short version for right now, "Downside...VERY big downside is if you use it for too long, it makes you blind before eventually...you die."

"Man...that's insane." Ben sighed, "And Tsubaki used that…"

"Sometimes when you have a mission as heavily as the one she was given, you'd have to resort to drastic measures...even if it meant losing your sight," Kagura stated, "But hey...glad you were able to give her that second chance, Ben."

"Yeah. Now we just have to hope we never see that thing ever again."

"Yup..and I assume you guys have it deep in lock up, right?"

"Y…wait," Ben blinked as he slowly looked at him, "What…does it look like exactly?"

"Depends on the wielder, but most of the time...a hat with a half-open 'eye' on it, a book-shaped shield, and a quill-like dagger," Kagura explained, "Wait...did...she have it on her when you first met her?"

"...No…" Ben replied in worry.

"...Then it's still out there for some unfortunate sap to use it...or worse, an intelligent person to abuse it's powers," Kagura said in equal worry.

"You don't think…" Ben began.

* * *

"Hmm…" Relius hummed to symphony music softly playing in a lab as he turned a dial causing sparks of energy to go off from within a chamber, "Ah...sweet music that is my work." he mused turning the dial down, "This is a difficult one indeed. Why the sweet irony of meeting Ms, Yayoi...and then her very weapon being in that truck. Oh it's like the world wanted to make this happen for a reason…but alas..." he looked down at a glass case containing the Izayoi, "Find a capable user to use it effectively will be difficult for the Imperator's plan...unless the Mind Eater Curse is reapplied once more to Ms. Yayoi, but that boy...Ben Tennyson will most likely prevent that from happening."

"Can't you think of something more effective?" Forever asked standing near another machine, "Tennyson is strong, but he has weaknesses...most notable since his mortal enemies continue escaping him...his own anger."

"Yes...the boy does have some anger issues," Relius noted, moving to another machine, "And if pushed enough, he would become a force to be reckoned with."

"And also his own undoing." Forever added, making Relius smile, "Hmm...this subject is reaching its limits, Doctor. We'll need a replacement."

"Oh bother...those are so hard to find…" Relius sighed.

"No worries. If my information is accurate. Within time, we'll have plenty to study." Forever spoke, pulling out a tablet with a map showing something moving across a mapped out grid, "You recall the plan correct?"

"Of course. Lay low, and when the time is right, step in and begin helping...under the pretense of taking their technology." Relius sighed, "Honestly Tactics are much more your game my boy."

"I need to have some hobbies outside of work." Forever smirked.

"Yes and so did Terumi...in his own insane way," Relius countered.

"Well lets just hope that whatever storms come to Earth...we are the only ones who prepared to wait it out."

"Indeed…" Relius nodded, looking at a monitor that showed a weakened Incursean soldier, "And if what this soldier says is true...Earth is in for a dreadfully powerful storm at that."

"Yes...we made ourselves known today as part of the strategy. Sadly...to fully gain victory...we need a powerful Knight to topple their King." Forever began as he chuckled darkly, "And thankfully...we found _two_."

* * *

_SZ: Well...a Blazblue villain finally appeared in this story...and it happened to be one of the top 3 worst ones...worst as in what they've done and stuff. And looks like he found an ally._

_Z0: Yep, get ready cause if you thought we'd keep the Forever Knights as a hopeless joke in this story...oh you have sadly been mistaken. _

_GT: *throws away the canon* We do this our way. Screw the reviewers who hate that._

_SZ: Aye...this is our story afterall_

_Z0: Yep, so be prepared for more competent villains in the future. And more and more threats. _

_SZ: Eeyup...ahem. Anyway that's all for now guys and gals. Be sure to read and review._

_GT: and they better be nice!_


	33. While you were away

_SZ: Finally main story stuff! Back to canon Omniverse episode, but altered in someway!_

_Z0: As is the case normally. _

_SZ: Mmm hmm, and we hope you enjoy it...and as of this chapter, we're oh so close to reaching 100 faves!_

_Z0: Let's hope we break that limit soon readers. We shall just get on to the story and let you enjoy. Side note: While technically we didn't show the actual episode were Ben met Rook's family and world...just consider that event as happening the same way as in the episode. We'll still introduce everyone but this is just for those...Few…_

_SZ: Aye...ahem. Anyways, we don't own anything aside from original content. Now...who shall start us off today?...no one? I guess I...wait. Why did it get dark?_

_GT: *falling down to the studio, whooping and hollering and waving a cowboy hat...while riding a bomb the size of a Wailord*_

_***BOOM!***_

* * *

It seemed to start off as a normal day for the group as they were hanging out at home...with their new 'neighbor' in Kagura visiting unannounced before a call from HQ was made. An odd ship was seen flying over the city...and it had a rather odd flying pattern to it, so Ben and a few others left o go investigate the odd ship in Rook's Proto-TRUK.

"Huh...that is an odd flight pattern," Makoto noted from her seat, looking ahead to see what looked like a dark-orange and grey-ish white ship flying around haphazardly.

"That is a rather odd flight pattern." Rook noted.

"...Either the pilot's drunk, or they're injured," Kagura guessed, poking his head out from the backseat.

"Why would you assume the first?" Jenny asked in a deadpanned tone.

"Eh. Got a soldier drunk once after beating him in a drink-off," Kagura shrugged, "...it was because he was acting racist towards this cute bunny Beastkin I-"

"So being a gallant perv. Got it," Makoto bluntly stated.

"Hey...it was all for the sake of a ladies honor...and the honor of the ladies name and number…" he smirked.

"It's a good thing Max got you the place next door so we don't have to deal with you all the time." Makoto muttered, "Guess that makes you our Flanders…"

"Ouch...That feels Insu-diddly-ulting," Kagura joked.

"Grr…"

"Makoto...you can't get him, so just accept it." Ben sighed.

"I refuse to accept it!" Makoto snapped.

"Calm down…" Ben sighed.

"No you...Ugh!"

"You two need a moment?" Kagura teased.

"I'mma kill him!" Makoto snapped jumping only, for Ben to catch and drag her away, "Mmm~!"

"Uhg...I'll go get the ship," Jenny offered as she got up, "Ben you uh...try and keep Makoto from killing Mr. Mutsuki."

"Please. Mr. Mutsuki was my dad...call me Kagura, my little blueberry muffin," Kagura smirked.

"How about no?" Jenny countered, tapping her bracelet as she changed to her normal appeared before hopping out of the ship.

"...I am conflicted between her and sweet Noel," Kagura admitted before Makoto's tossed tonfa smacked him square in the face, "...Bm mky(I'm okay)!"

"Do you have an off switch?" Ben complained.

=If he did, I would've made sure it stayed off unless needed= Hibiki sighed over the ship's communicator.

"Ouch...tough love," Kagura winced once Makoto pried her tonfa from his face.

"Uh guys?" Jenny spoke from outside, making the group look..to see Jenny struggling with the ship as it flew out of control, "I'm having trouble with this thing! Also..it feels more like a kid piloting it!"

"A kid?"

"Yeah! I should know! My friend Tuck tried something like this b-woah!" Jenny yelped when the ship did a nose dive, "Before, only it was a car and not an alien ship!"

"Probably just as bad…" Ben muttered turning into Terraspin as he jumped out, "I think I see a clearing in the woods up ahead we can land this thing."

"Got it!" Jenny nodded, grunting as she pulled back on the ship, making sure it would stay on course.

"Odd...they have no communications...this ship...probably isn't even a real ship," Rook realized, "Come to think of it...it looks almost like a...Harvester."

"A harvester?" Makoto repeated.

"Yes. Like the kind found on my home…"Rook began before it dawned on him, "...Ben, Jenny, have you landed the ship safely?"

=Yes and uh...Makoto? Try and resist yourself wen you see the pilot= Terraspin replied.

"Eh?"

* * *

"Oh my good golly gosh you're just adorable!" Jenny beamed, hugging a young Revonnahgander.

"Help Ben Tennyson...I am being suffocated!"

"No...its called cuddling...girls do it a lot." Ben shrugged, "Mostly to small soft and adorable beings."

"I do not like it!" he complained, waving his arms and legs to zero effect to free himself.

"We're here...and oh my god!" Makoto gasped seeing the Young One.

"Oh no!" he realized what would happen next before Makoto joined in on the hug.

"KAWAII~!" Makoto squealed.

"Okay...I'll bite...what's with the Mini-Rook, lemur tail included?" Kagura asked.

"My brother." Rook frowned.

"Hehehe…" he chuckled at the glare he got from his brother.

"But Rook you can't be mean to him, he's adorable!" Makoto argued.

"My brother." Rook argued right back.

"Touche…" Makoto admitted, "Jenny...let go."

"Huh?! But...ooh~" Jenny pouted as she released Rook's little brother.

"Phew...freedom," The Young One sighed in relief before looking up at Rook.

"When did you learn to pilot this?" Rook asked, motioning to the 'ship, "And more importantly, does father know you're off-planet?"

"While you were away...and...kinda…" he muttered.

"Aw...childhood rebellion." Makoto joked.

"Not...inaccurate…" he mumbled.

"What...were did you get half these parts?!" Rook snapped, looking it over, "This engine...it how...where did you get this on our home?!"

"I...well...th-that's not important right now!" the young one exclaimed before running up to Ben, "You gotta help! Revonnah's been invaded!"

"What? An invasion?" Rook's eyes widened at that as he looked over at his young brother, "Our family. Are they…?"

"I do not know. I went to find you and Ben 10 as soon as it happened," he replied as Rook walked back over to the group.

"Well that's never good." Ben sighed, "No doubt they after that fruit stuff." he turned to Rook.

"The Amber Ogia." Rook spoke.

"Fruit?" Makoto blinked.

"Well Fruit...building material...super conductive energy source...composting material…" Ben listed.

"Wait was that?" Makoto asked, "And don't do the bit…"

"Super Conductive energy source?" Ben smiled, "Yeah turns out that fruit Rook likes from his home planet can be refined into...I kinda want to call is super fuel…"

"Not inaccurate…" the two Revonnahganders shrugged.

"You guys eat rocket fuel!?" Makoto gawked.

"I think we're getting off topic here," Kagura spoke, in serious mode as he knelt down to look at the young one, "Listen. What you did was brave, kid. But if you want help, you need to start by telling us who invaded your home world."

"...I…"

"It's okay. You can trust him. He's...kinda part of my team," Ben assured Young One, "But yeah. It would be super helpful if you could tell us who's invading Revonah."

"...The Incurseans and a Cerebrocrustacean, and they were demanding the Amber Ogia."

"Cerebrocr-" Makoto began with wide eyes, "...Ben, you don't think…"

"Oh no…" Ben groaned in realization.

* * *

"It is time to proceed with our test run," Psychobos stated, holding a vial containing an orange liquid as he stood inside of a large towering machines.

"Hey, Psychobos…" Attea spoke, standing near an extraction machine.

"_Dr. _Psychobos."

"Don't flash your credentials at me. Dis gonna work or what?"

"Yes. So far the trials are coming along swimmingly, Princess Attea," Psychobos answered, "Now I just need to synthesize enough from that Amber c-c-c-c-concentrate, so have faith in me."

"Faith? How's about I crack yer shell open just like dat jail cell you were rottin' in and I have that huge brain served up t' me with buttah, and a _teeny weeny fork_?" Attea threatened.

"Grr. Watch your frog tongue, your highness. I am not without resources," Psychobos countered, only to be slapped on the face by Attea's tongue, "D'oh!"

"Try me…better yet, do yer job!" Attea ordered after retracting her tongue.

"I will!" Psychobos snapped, shaking his head to get the slobber off, "And you do your job as _leader_, and I use the term loosely, and bring me all the Amber Ogia you can."

"Whatever, Crab Puff!" she huffed, "I get the berries, you make the formula, and we leave this dump. Oh! And I use the term loosely~"

"Grr…" Psychobos growled at that, moving over to a console to flip a switch, only for Attea's tongue to knock his claw away as she flipped it instead, causing the machine to turn to life.

* * *

"Wait until I tell everyone back home I was in a high-speed chase with the legendary Ben 10!" Young One beamed from the back seat of the Harvester he came in.

"You wanna risk your dad hearing that?" Makoto countered.

"Hmm...Father's rage...or the credibility of being in a Ben 10 story…" he held his hands up, "I shall as Ben says...Take my chances."

"Oh god Rook he's like a mini future Ben," Makoto sighed, "...Not that it's a bad thing...well kinda."

"Wish you gave me that type of love, Makoto," Kagura quipped...stuck all the wall on the back.

"Want me to stuff you back there further?"

"Shutting up…"

"How'd you even deal with him?" Jenny whispered to Makoto.

"Hot springs, punching bag, and _plenty_ of aspirin," Makoto sighed.

"Ahh...gotcha."

"Uh, Rook? Isn't this where we should've waited for back up?" Ben asked his partner.

"Negative. The Incurseans are targeting Plumber ships, including my own," Rook answered, "This harvester may be the best vehicle we can take into Incursean space."

"Ahh. The ol' Trojan Horse strategy. Not a bad idea," Kagura smirked.

"I hate logic." Ben grumbled tapping the Omnitrix and turning into Greymatter freeing up some room, "Now if we can get moving before I time out, that would be much appreciated."

"I am not worried," The Young one spoke, "We have the great Ben 10 on our side! The invaders are good as gone!"

"Invasions...especially world invasion are pretty big words," Jenny spoke, "Trust me it's...its not pretty."

"She's right," Greymatter added, "The Incurseans seem to be on a terror lately. By now...anything could've happened."

"Ben is right…" Rook spoke, the harvester approaching an incoming planet, "I fear that our people may not fare well in an invasion."

"Well better prepare. If these guys are serious, then we better…" Kagura began, moving up to get a better look...at the empty fields and clear blue water in the river, "..."

"What? But...there was an invasion," the Young One whispered in disbelief, "There an explosion hat scuffed the harvester just as I left."

"...Nothing seems out of the ordinary…" Rook noted before shooting his brother a semi-annoyed look, "Are you sure it wasn't just construction?"

"There has not been any construction!"

"Now now…" Kagura spoke up, "Just cause things seem fine, doesn't always mean they are." he pointed out.

"He's right...there are more forms of invasion then blasting and shooting." Greymatter added, "If anything this means we need to be extra careful, 'Cause it seems quiet and peaceful...but that's just it...it's too quiet and peaceful. Rook, where's your dad running up and berating you for your life choices? Where are all your fangirls?"

"Fan girls?" Makoto blinked.

"Oh yeah Rook's kinda the town hunk." Greymatter said, making Makoto fall over laughing, "My point exactly...where are all your friends and neighbors? You guys work in the fields all darn day!" he pointed to the farms and homes in the distance.

"Yes...and that is what worries me," Rook admitted before noticing something, "...Young one, did they construct a pipeline while I was away?"

"Huh?" Young one blinked before looking out at the river, seeing a pipeline crossing the river, "...That is new."

"...Jenny?"

"Hmm..." Jenny muttered, her eyes flashing for a moment as she hopped out and scanned the area, "...I'm picking up a few heat signatures behind that rock formation across the river, seems off about them."

"Off how?" Rook asked as the others carefully hopped out of the harvester.

"I don't know...and that worries me."

"Okay...let's go see." a flash revealed Ben speaking as he lifted Young One under his arm, "Stealthily." he smiled, making his eyes sparkle in excitement.

"Huh...if we were gonna do stealth, would've brought Hibiki along," Kagura muttered, "But we got the next best thing in Makoto."

"Huh...a compliment that wasn't an attempt at flirting...I…" Makoto began.

"Shame she's not wearing that combat uniform of hers...mm that was perfect and sexy~"

"Nevermind…" she growled before remembering, "Wait. There's a child present!" she snapped/hissed swinging her leg up between his, making him yelp and fall over in absolute pain.

"My jewels…"

* * *

"They should be somewhere over here," Jenny whispered, the group cautiously and quietly looking around the area before peeking over the side, Ben quickly pulling Young Young back before he could be seen.

"...that your family, Rook?" Kagura quietly asked, the group seeing a few Revonnahgander's rakign up a few amber-colored fruits.

"Yes...that is them," Rook nodded, "And everyone seems okay…"

"..I don't see any guards…" Jenny spoke as she looked around, "Makoto?"

"Nope. don't hear anything aside from what I assume is the water in the pipeline," Makoto answered.

"Then it should be safe," Young One smiled before rushing out.

"...Keep your guard up just in case," Ben whispered to the others as they followed.

"Is everyone alright?" Rook asked the Revinnahganders once they got close enough.

"Rook Blonko? Pray tell, what are you doing here? A old male Revonnahgander asked.

"We heard there was trouble a-"

"Trouble? No no. Everything is precisely as it should be. We're harvesting at a tremendous rate," he replied, looking over to see a few more Revonnahgander's raking up more of the fruit.

"...At this time of year?" Rook questioned.

"Young One, you scamp. How did you manage to contact your brother?" the elder Revonnahgander asked Young One

"...Are you _certain _all is well?" Young one asked cautiously.

"Of course. Don't be an imp...becile," he assured.

'_He didn't speak like Rook or his little bro...red flag!' _Makoto mentally exclaimed.

"Now come along and eat your dinner. You and your friends as well, Ben T-t-t-tennyson."

"..." Ben turned to Makoto who gave him the same concerned look.

"I insist you join us...in return for what happened last time," the elder added.

"You sure...cause I kinda caused pure utter chaos…" Ben argued.

"It's what he does." Makoto agreed.

"Nonsense. It is the least I can d-d-do," the elder assured.

"...Well. Sounds good to me," Kagura shrugged, making Ben and Makoto double take before he whispered something to them, "Might be able to find out what's making them so...creepy, because I am getting major Children of the Corn vibes here."

* * *

"...Or we could be served nothing at all," Kagura muttered, the group looking at their empty plates.

"Good thing I recharged before we left," Jenny whispered.

"Where is the food? The drinks. Salads. Pies," Young One asked his father.

"Obviously we found we can get by on less-to-none," the elder assured.

"This surprises me…" Rook admitted, "Father, you taught me a Revonnahgander's nutritional needs are…"

"Now Rook Blonco, I don't wish to hear your dimwitted theories," he laughed, along with the rest of the family.

"Red flag?" Makoto whispered.

"Crimson…" Ben whispered at a level only she could hear, "I mean...contractions? Insulting someone's intelligence? Stuttering?"

"...I wonder…." Rook muttered with a frown, "Father, when was the new pipeline built?"

"..." the elder Revonnahgander paused at that, along with the rest of the family, "...It's brand new. We're sending the Amber Ogia to a new p-p-processing facility."

"...And you don't see a problem with that?" Kagura asked.

"Of course not. I mean..it's not like the Plumbers would care since they're the Galvan's lapdogs...and I use the term loosely."

"..." Rook and Young One moved a bit closer to each other.

"Rook Da used contractions," Young One whispered.

"Yes. Several," Rook agreed, "Most shameful to hear that kind of talk from our father."

"Loosely...loosely…" Makoto muttered before her eyes widened before whispering, "The blue crab that's jealous of Azmuth…"

"Yeah...Rook's little brother mentioned him along the Incurseans when he explained what happened…" Ben said before frowning, "Most likely...He used something to manipulate their minds."

'_Mind Control...Oh now that's just unfair,'_ Kagura thought, _'...Note to self: call Hibiki and ask for several recipes for crabs.'_

"...Um, maybe we should check out the rest of the planet," Jenny offered, sensing the mood the others were giving off as she got up.

"Nonsense," Rook Da stated, grabbing Rook's arm just as he got up.

"Excuse me," Rook said, freeing his arm as he and the others stepped outside, Rook Da shooting a frown at the group.

"...Now do you believe me?" Little One asked once they were far enough away from the house.

"Yeah. No way is that the same family I met when I first came here," Ben answered.

"Yeah, and I bet ol' crab cakes and the Incurseans did the same for the rest of the planet," Makoto added.

"I take this crab guy you're mentioning is bad news, right?" Jenny asked as she and Kagura looked at the two.

"He's the guy who made the Nemetrix…" Ben answered.

"_Predatrix_," Makoto corrected, "More fitting since it has predators based on Ben's aliens."

"Oh, that sounds pretty cool," Kagura agreed, "Though I get the feeling that this crab guy who made it calls it the Nemetrix because it's meant to be the 'nemesis' of the Omnitrix."

"Bingo," Ben nodded.

"Okay, so what does this crab look like?"

"Blue, big head, one tiny claw, and one big one," Makoto replied.

"...So he's a fiddler crab?" Jenny asked.

"Eh. More or less," Makoto shrugged, "Personally, I think he's the Cerebrocrustacean equivalent of a midget given how small he is compared to Ben's Brainstorm form."

"Though now there are more questions," Rook noted, "Where are they? And where is my sister, Rook Shar?"

"Sister?" Kagura asked before Rook's ProtoTool was aimed at him by Makoto.

"No," Makoto warned as Rook looked repeatedly and quickly between Makoto and where he had his ProtoTool originally.

"...Fine. Comment r-" Kagura began before tensing a bit, "...We're not alone," he stated, his eyes narrowed a bit.

"Huh?" the others blinked before a large group of Revonnahganders came out from hiding, including Rook and Young One's family.

"...Oh, I am getting very big Children of the Corn vibes," Makoto gulped.

"...Ben...We could use a little alien power now," Kagura advised, "Preferably one that can do escapes?"

"Already looking," Ben hissed, rapidly looking through his selection of Aliens, "Gah...the one time I wish I didn't have so many aliens to transform into…"

"Hurry! I'm getting a 'one of us' vibe from them!" Makoto panicked, seeing the Revonahganders closing in on them.

"...Screw it. Going random!" Ben exclaimed, quickly slamming down on the Omnitrix as he turned into Ball Weevil.

"...What alien is that?" Young One asked.

"Ball Weevil. He rolls raw material into his plasma ball until it gets very large, and then blows it up," Rook explained.

"...Unbelievable!" Young One beamed at that.

"Hey, Rook?"

"Yes?"

"You got any beef with anyone here?" Kagura asked.

"Beef? No, I do not have any," Rook replied.

"No. I mean is there someone you have a personal grudge against or something?" Kagura corrected.

"Why would you ask that?" Jenny asked with a sigh.

"Hey. I can tell he has a gal here on this planet, so he's probably got some rival or something for her affection," Kagura shrugged.

"Are we really doing this right now?" Ball Weevil deadpanned as he spat up a ball and began to roll around, making the ball grow to the size of a Volkswagen Beetle.

"Hey. Sometimes love and the protection of that gal motivates ya," Kagura shrugged.

"...If Rayona is harmed or is under the control of the Incurseans and Psychobos, they will rue the day they invaded Revonnah," Rook admitted with a scowl.

"Great! So since they're under hypnosis, ya can smack them boys who're jealous of ya around and not feel guilty," Kagura grinned.

"Or we can flee and not hurt them," Jenny noted as her arms split into six to grab Kagura, Rook, and Makoto before deploying her wings and shot off, "Like this!"

"Hey! Wait for me!" Ball Weevil shouted, rolling off after them as the hypnotized citizens chased him.

"Idiot human!" a Revonnahgander shouted as they chased after Ball Weevil.

"Yup. Definitely Psychobos," Ball Weevil noted, rolling down a cliffside before reaching the end of a small quarry. He then hopped off before he pushed against the ball, grunting as it skidded to a halt...just in time as the Revonahgander's arrived to corner him, "...Hmm...one, two, three...uh-huh. Uh-huh. Time for bowling!"

With that, he jumped back on top of it and began to rev it up. After a few seconds, he shot off and bowled over the Ravonahganders like they were bowling pins. They quickly got up in time to see the ball in the distance go off in an explosion and quickly ran towards the explosion...not noticing Ball Weevil scurry into a cave just as he timed out. Ben sighed in relief before Jenny landed at the cave entrance and let the others go.

"The ol' Bait and Switch. Nice," Kagura smirked.

"Yes, but it will not last long," Rook pointed out, "We have very little time until they catch up."

"Then let's hurry inside before they come back," Jenny said as the group rushed deep into the cave, only to come across a pair of armadillo/rat-like creatures, "Ahh! R...uh...what are these?!"

"Not to worry. Muroids are timid, unintelligent creatures," Rook assured.

"Not this time, Blonko."

"Gh?!" Rook jumped when he heard one of the creatures speak, "E-excuse me?"

With that, the two Muroids stood up...and revealed themselves to be costumes. The one of the left was a green-skinned humanoid alien dressed up as an Old West sheriff with a Plumbers utility belt. The other was a female Revonnahgander with long blue hair reaching the middle of her back in a brown outdoor dress and brown boots.

"Rook Shar!" Young One beamed as he ran over and hugged her.

"Sheriff Wat-Senn," Rook noted.

"Something is going on with the neighbors!" Young One noted.

"We know," Wat-Senn replied, "We went underground as soon as you left."

"I wanted to stay above ground and fight," Shar noted.

"You would've been lost," Wat-Senn stated.

"So...I take it you're the only two that made it safely underground then," Makoto guessed.

"That's right."

"Meaning everyone on the planet...even Rayona…" Rook paused, not wanting to finish that as he held his head in shame, "I should have never gone to Earth. I could have done something if I had stayed."

"You'd been lucky t' make it underground like us," Wat-Senn argued, "Moment th' Incurseans arrived, they sprayed somethin' in the fields, then all at once...Revonnah stopped resistin'. Like somebody threw a switch."

"And the Revonnahganders have been harvesting Amber ogia ever since," Shar added.

"An airborne pathogen that causes hypnosis?" Makoto guessed, "That...That's creepy."

"You said it," Ben agreed.

"Well now...seems we have two things to figure out," Kagura noted, "The first, figure out why they're harvesting the Ogia. And Two…" he was before Shar, her hand in both of his, and a suave look, "A date with this fine l-GH~!"

"No...None of that. Shame on you," Jenny deadpanned, dragging Kagura away by the ear.

"Who was that?" Shar asked.

"Kagura," Rook replied, "Keep away from him. I do not approve of him attempting to court you and vice-versa."

"Plus he has Kagura cooties," Makoto added.

"That's not a thing," Ben deadpanned.

"...Startin' t' see y'all weren't jokin', Rook Blonko," Wat-Senn whispered to Rook, who nodded, "They _do_ act like one another."

"I heard that…" Makoto deadpanned.

"But not inaccurate," Jenny added, still having a grip on Kagura's ear.

"...But Kagura does make a point," Ben spoke, wanting to get back on topic, "What could the Incurseans be doing with all that Amber Ogia?"

* * *

"Good...good," Psychobos grinned, seeing more of the Amber concentrate drip into the vial, "With a few more buckets of modified Amber Ogia Concentrate, plus my amazing amplification device, we'll soon be able to control the minds -and I use the term loosely- of everyone in the galaxy."

"Looks good, Psychoboy," Attea spoke as she walked in.

"_Dr. _Psychoboy...er...Psychobos," Psychobos corrected.

"A few trillion mind controlled drones...now we're gettin' somewhere," Attea smirked, "You mind control every last yuts on every last planet like ya did here, and I'll make ya da richest crab in da galaxy," she added as she walked up to a console.

"...That won't be necessary...you vulgar brat," Psychobos whispered, quietly approaching her from behind and prepared to hit her with an electrified tool...only for her to smack it out of his claw with her tongue, "Gh~?! F-forgive me, General Attea! Princess, Scion, and commander supreme of the glorious Incursean Empire!"

"Heh heh heh...keep tryin', Psychoboy!" Attea laughed.

* * *

A small pack of Muroids snoozed away. They all were snuggled up with one another, one even kicking their hind leg a bit. A sharp whistle startled them awake.

"Begone, Muroids!" Shar shouted, scattering them as the group approached where they had been snoozing to reveal an exit to the cave.

"There's the pipeline again," Kagura noted once they looked down, "...And I betcha top dollar it leads to the main facility these Incurseans are storing the Amber Ogia."

"You'd be right about that," Wat-senn nodded as the group climbed down to the pipes and began running along one of them.

"Knowing the Incurseans, they probably got something ready for any intruders," Ben guessed before looking back at Shar, "Wait here."

"We have been on this case the whole time," Shar argued before running ahead.

"So we have better knowledge at what's been goin' on," Wat-senn added as he joined her. However, once the two ran into a large room, a metal object had poked out of the ground and sprayed them with an amber-colored mist, making them tense up and cough.

"?!" Rook's eyes widened before using his Proto-Tool to shoot the object, destroying it and preventing anymore of that gas from spreading, "Rook Shar, are you alright?"

"That must be what the Incurseans used to control everyone," Young One guessed.

"...What?" Wat-Senn began, his accent gone as he and Shar glared at the group, "You are a fool.".

***CLANG~!***

"DUDE!" Ben exclaimed as Wat-Senn and Shar collapsed, out cold.

"What? You want to be stuck fighting them and causing a ruckus that gets us caught?" Kagura asked, lowering his large sword, "And I only hit them with the flat side."

"I...well…" Ben began, thinking that over for a moment, "...You...got a point there."

"He does...and that honestly scares me," Makoto blurted as Jenny grabbed some chains, "?"

"To make sure they don't alert anyone else," Jenny answered, walking over to the unconscious Wat-Senn and Shar before tying them to a pipe with the chains.

"Smart thinking," Kagura nodded, "And now we know what exactly was used to control the people on the planet."

"Yes. But...what is in it to allow such mind control?" Rook asked before Young One noticed a piece of Amber ogia on the ground near one of the pipes.

"...I am hungry, but I think we can use that," Young One suggested, running over and picking up the fruit.

"...Oh! I get it," Jenny realized before tapping something on her head, "Kajun? Are you there?"

=What's wrong? I was examining something t…= Kajun began.

"We need you to examine some Amber Ogia for us...and any possible effects it might have on people's minds," Jenny explained.

=Beg pardon?= Kajun asked before Jenny put her on speaker, but quiet enough to not alert any guards or controlled Revonnahganders nearby.

"Rook's little brother came to Earth and told us the Incurseans and Psychobos-betcha they broke him out of jail-had invaded Revonnah and used some weird gas to control the people's minds here," Ben explained.

=A gas that allows one to control another's mind? Hmm...Interesting= Kajun noted =Would you mind sending me a data sample?=

"Of course," Jenny nodded, a syringe poking out of one of her fingers as she jabbed it into the Amber Ogia.

=Hmm...let's see...I had heard Amber Ogia was capable of being used as ship fuel, b…wait...o...oh dear…= Kajun said in worry =It seems if it's dissolved into a concentrate and is powered by a sort of device-adding in some type of electrical energy-...it has the power of complete mind control of an entire planet's population with the person who distributed the concentrate in gas form acting as the 'hive mind'=

"...That is why they are gathering all the Amber Ogia," Rook's eyes widened in dread in realization, "They are going to use it to control the minds of everyone in the galaxy."

"Just like Rook Da and Rook Shar," Young One added in worry.

"Just our luck, huh?" Makoto groaned.

"...Slavery is one thing, but stripping away someone's free will?" Kagura began with a scowl, "I'm not letting that fly…Jen, you and the kid look after the old man and Shar."

"Huh?! B-"

"The less people in our group, the less chance one of us end up being sprayed by that gas," Kagura countered, "Rook, Ben, Makoto, and I got this."

=Try to get a sample so we can try to make a counterserum to the hypnosis= Kajun advised.

"Can do," Makoto nodded as Kajun hung up.

"Keep my brother and sister safe," Rook said to jenny, who saluted as he, Ben, Makoto, and Kagura walked off and left the area.

"..." a small silence came between the two once they were gone.

"...So…"

"I am not a fan of hugs."

"I wasn't gonna ask that."

"Sure you were not."

"Mmmm~"

* * *

"...Coast is clear," Makoto whispered, the group peeking into the room with the extraction device, "...For now."

"Then be ready," Kagura stated as they cautiously walked in.

"...That it?" Ben asked, noticing the device used to extract the Amber Ogia.

"It must be," Rook answered, carefully examining it, "This must be what Psychobos used to make the concentr-" he began before Attea kicked him from behind, sending him staggering forward.

"Paws off, Revonnahgander!"

"Attea!" Ben shouted.

"Dat's _Highest Commander _to you," Attea countered.

"Not likely," Ben countered, about to activate the Omnitrix just as Attea lashed her tongue out at him, only for Makoto to grab it.

"Hey...Remember me, frog princess?" Makoto asked with a smirk.

"H-hey! Let go!" Attea demanded before tensing, "...Not what I…!" she began before Makoto did as such, causing her tongue to whip back and hit her in the face, "Gah!"

"Hey. You said let go," Makoto shrugged, "Now where's Mr. Ego crab?"

=That's _Dr. _Ego Crab to you, you amalgamate wench!= Psychobos' voice shouted as he raised out of the floor, standing on a hovering platform as a pair of metal crab claws came out, "...Er… I mean Psychobos! D'oh…! Nevermind...I bet you all never realized that the Amber Ogia is being used to..."

"Make a hypnosis gas," Ben spoke.

"So that I can.."

"Control everyone's mind in the entire galaxy," Rook added.

"So I c…okay when and how?" Psychobos frowned.

"A genius little lady by the name of Kajun," Kagura replied, "So...You're the guy who made the hypno-gas."

"Indeed, I am."

"And the one who stripped this entire planet of its free will as well."

"I am, y-y-yes."

"Good," Kagura smirked before hefting up his sword over his shoulder, "So now I know what I'm eating for dinner tonight; Boiled Crab."

"...Yeah sorry. But he's under my protection," Attea argued, pulling out her blaster as she opened fired, only for Rook to shift his Proto-tool into a shield and blocked the incoming lasers.

"Ben, you and Kagura deal with Psychobos. Makoto and I will handle Attea," Rook stated.

"On it," Ben nodded, turning the Omnitrix on and pressing down on it, engulfing him in green light.

Standing in his place wasn't one of his usual aliens. Instead, the alien in his place was a humanoid pterodactyl-like alien. His scaly body was primarily dark-red/brown. He had a large, dirty-yellow beak that was jagged to resemble fangs with a black and green pair of lines on the upper half of the beak near the back. He wore black and green clothing on his shoulders and waist, green braces around his wrists and ankles, and an organic jetpack-like structure on his back.

"Huh? New Alien?" the pterodactyl-like alien blinked as he looked himself over, "...Alright! I always wanted to be one of -rawrk!- These...er. Whatever they are."

"Oh neat! You look like a Pterodactyl! Mmm...Astrodactyl!" Makoto suggested.

"Ooh, nice!" the alien beamed with a whistle when he said 'nice.'

"Huh...If you had a triceratops alien, you'd have the complete trifecta o-" Kagura began before using his sword to block Psychobos' robot claw, "Nevermind. Time for battle!"

"Right!" Astrodactyl agreed, a pair of wings growing out of his back before he flew off, a green flame coming out of the jetpack-like construct on his back.

"Oh no you don't!" Psychobos snapped as he chased after him, only for one of his robot claws to be sliced off from his hover device, "Gah!"

"Don't forget I'm here too, crab cakes," Kagura spoke, only for Psychobos to fly off after Astrodactyl once more, "...Well that was rude...least I hindered him a bit."

"Come on, Frogger!" Makoto called, throwing a punch at Attea only for her to jump out of the way.

"Oh, I am gonna enjoy making your tail into a stoal!" Attea shouted before dodging an energy arrow from Rook, "And I hope you enjoy yer freedom, Revonnahgander...yer gonna be joinin' yer entire planet soon."

"The only thing I will enjoy is when we destroy this machine and arrest both you and Psychobos for enslaving an entire planet!" Rook snapped as he kept firing at her.

"Ya do that, and my daddy will have the entire Incursean Armada on not just yer planet, but Earth too!" Attea countered, "...Not that it would matter for the latter since it's next on our list."

"Ooh~I'm so scared of you and your daddy's armada," Makoto mocked before her tail smacked into Attea's face as she was in mid-leap, knocking her into the ground, "Not. You and your 'daddy' talk just makes me think you're a whiny baby that can't do a thing on your own with your old man there."

"Shut up!" Attea snapped, lashing her tongue out at Makoto once more.

"No," Makoto said, merely moving to the left to dodge her tongue, "Way I see it...You're just a spoiled brat who expects to get everything she wants in life."

'_Ohhh...I really wanna keep watching on the chance of clothes being lost, but…'_ Kagura thought as he looked at the several vials connected to the machine, _'Bingo.'_

"Grr...Idiot human…" Psychobos growled, looking around for Astrodactyl outside of the machine, unaware of the pterodactyl-like alien flying behind him, "Where did you…?"

"RAWRK!"

"GAHAH~!" Psychobos screamed in surprise before turning around and fired at him, only for Astrodactyl to fly out of the way, "Oh, you p-p-p-persistent pest!"

He flew off after the alien, firing repeatedly at him, yet Astrodactyl flew out of the way of each shot. His pack's 'engine' pulsed before a ring of green plasma shot out of them and towards Psychobos. It hit his machine and exploded, making him spin around. He corrected himself and fired a barrage of missiles at Astrodactyl. The flying alien tensed before a glow came from the back of his lower arms near his wrists. He looked down at them in time to see them deploy a pair of whips made of the same energy as the 'flames' of his 'jetpack.'

"Energy whippy deals, too? I'm so there!" Astrodactyl beamed before using the energy whips to destroy the incoming missiles, resulting in a large cloud of smoke.

Psychobos smirked in victory...only to tense when Astrodactyl flew through the smoke, using one of his whips to try and attack him, the Cerebrocrustaceon dodging each time, "It is no use! Once I distribute the Concentrate on Earth, y-"

***SMASH!***

"?!" Psychobos tensed as he looked over, seeing Kagura smash one of the vials containing the Amber Ogia concentrate while destroying the device that stored it, "My work!"

"Should've paid attention to what was happening, Krabby," Kagura smirked before smashing another vial and machine with his sword, "Hoo...Would've been easier with Seithr so I could use Distortions, but eh."

"...Huh. Kagura has a good point…" Makoto admitted before she began to punch the devices and the vials with her tonfa.

"Indeed," Rook agreed, shifting his Proto-Tool into sword mode as he slashed at the devices.

"Oh no you…!" Attea began as she prepared to fire, only to get a ribbit sound from her blaster, "...Grr!"

"What's wrong? Out of -rawrk!- Ammo?" Astrodactyl asked, using his energy whips to destroy more vials.

"Oh no you don't, beak face!" Attea snapped, her jetpack activating as she flew up and grabbed Astrodactyl just before he could destroy the last vial.

"No! Mine!" Psyochobos shouted, flying over to the last remaining vial before the others could destroy it.

"Let! GO!" Astrodactyl snapped as he flared his 'jetpack,' causing a burst of plasma to shoot out of it, forcing Attea to let go to avoid it and let it hit the device they were on, "That's handy." the machine began to spark before it exploded, knocking everyone on it and not above the explosion off, "Err...Handy-ish."

* * *

"?!" Da tensed before he and a few Revonnahganders held their heads, feeling as if some...thing's pull was released from their minds, "Ugh...Where did this pipeline come from? And where have all of our crops gone?"

* * *

"...Young One, little lady? Mind lettin' us go?" Wat-Senn asked as he and Shar tried to get out of the chains.

"Oh, you guys are back to normal!" Jenny exclaimed in relief before her hands turned into cable cutters and quickly snipped the chains.

"You're back!" Young One exclaimed, glomping Shar.

"Young One!" Shar admonished.

"Forgive the contraction."

* * *

Attea and Psychobos groaned before the tip of the device hanging above them snapped off and fell, hitting Psychobos on the head before bouncing off and landing at the feet of the group, Ben back to normal as they stood before the two downed villains.

"You hurt my family! My planet! Our very way of life!" Rook snapped before holding up the last vial before throwing it down at the floor, "No more!"

"Ah! The super-concentrate!" Psychobos sobbed.

"Oh cry me a river," Kagura frowned, about to smash the vial before Attea's tongue lashed out and grabbed it.

"I'll take dat!" Attea shouted as she pulled the vial back to her.

"Oh no you don't!" Makoto shouted, the group about to approach her before she flew up into the air, grabbing Psychobos by one of his legs.

"Sorry to ditch this sorry little farm planet, Tennyson," Attea began as she looked down at the group, 'But this place, along with everyone on it is doomed. Plus...call this an appetizer for what's gonna happen on Earth."

"...What's that supposed to mean?" Ben asked with a frown.

"Like I'd tell ya!" Attea laughed before flying off, "See ya!"

"Ohh…! I hate that little brat!" Makoto growled before Kagura chuckled, "What's got you all laughing?"

"Oh, not much," Kagura replied...before holding up another vial, "Just got the sample Kajun requested is all." he blocked Rook's hand with his own, "Whoa now! We need this, pal. Counterserum and all that? Ringing any bells?" he smacked Rook's other hand, "Guess not."

"...Come on. Let's meet back up with Jenny and the others," Ben spoke, still looking up at the sky before walking off.

"...Something up, Ben?" Makoto asked as she caught up with him.

"What Attea said...It has me worried for some reason," Ben admitted, "Releasing criminals from jail, using Vulcanus to try and smuggle highly illegal weapons from what Tsubaki told me the other day...their assasination attempt on Vilgax, and now this…"

"Whatever they're planning, we'll either figure it out before they can pull it off or we just pummel them and win like always," Makoto smirked.

"...Yeah. You're right," Ben nodded, smirking a bit as the two fistbumpped.

"...Which one you think is gonna admit it first?" Kagura whispered to Rook.

"Debatable," Rook replied before Kagura slapped his hand once more when he tried to get the vial.

"Nice try," Kagura chuckled before putting a cork on the vial and hid it in his cape.

"Grr…"

* * *

"We must join in the defense," Shar spoke as she, Jenny, Young One, and Wat-Senn walked through the caves.

"Remember: let it happen around you, not to you," Wat-Senn advised.

"Halt! Freeze! Hold it right there!" numerous voices shouted as they spun around to see several Incursean soldiers aiming blasters at them.

"...Hey, uh, quick question before you shoot?" Jenny asked, "Are those made of iron?"

"Several components, actually," one noted before another smacked him upside the head with his tongue.

"Thanks!" Jenny beamed before her pigtails connected and turned into a magnet aimed at them, pulling on the guns right out of their hands and to her, "And thank you."

"...Uh-oh," one gulped.

"Fribbit," another muttered before Wat-Senn pulled out a black pill and threw it at the floor, engulfing them in smoke.

He smirked before walking into the smoke. The sounds of smacking, hitting, grunts, yelps, cries of pain, and several other noises erupted from the smoke before it dissipated, revealing the Incurseans all pummeled and tied up.

"...Not bad, Sheriff," Shar noted before the group heard footsteps, prompting them to turn to see Ben and the others, along with Da and a group of Revonnahganders, "Father!"

"Yes...I am back to normal, along with everyone else on the planet," Da nodded, "But I am afraid the reunion must be cut short. There are still Incursean soldiers hiding around Revonnah."

"I will stay here and fight beside you," Rook informed.

"No. You must go back to Earth," Da argued, "We are in control of our thoughts. We can take care of ourselves."

"But Father…"

"Revonnah is one small part of a war. Go back to Earth. Find out what the Incurseans are _really_ after," Da advised before slapping Rook's hand before Kagura could, "And stop trying to break that vial. It could be the way to prevent what happened to us from happening to others."

"See? Your father gets it," Kagura nodded, "Thank you, Rook Da."

Da nodded before looking back at Rook, "Rook Blonko, you have accomplished so much off world...I am proud of you."

"Father…"

"In fact, why do you think Rook Shar wants to be a Plumber?"

"Shar?" Rook blinked at that before looking over at his sister, "You do?"

"Uh, yeah," Shar answered.

"And why do you think Young One wants to visit the stars? Why do you think he risked so much just to come get your and your friends?" Da added before putting his hand on Rook's shoulder, "You have become a hero while you were away."

Rook managed to smile at hearing that. Eventually, the 'ship' they used to get to Revonnah left the planet. Inside, Ben piloted it as Rook sat in silent contemplation.

=So Psychobos called it 'Super-Concentrate?'= Kajun questioned.

"Yes...and Attea said what happened on Revonnah was just an 'appetizer' compared to what was going to happen to Earth," Ben answered.

=I see…= Tsubaki noted on a separate line =Were you able to get a sample for the science division to study?=

"A whole vial," Kagura replied, showing it before hiding it once more in his cape, "Rooky had to be scolded by his pops about not breaking it, but I can get the feeling in a way. This stuff, probably just a single vial of it maybe, controlled his entire planet's populace. Of course his reaction to it is trying to break it."

"I'd react the same way if Vexus used something like it," Jenny admitted, "But the Incurseans...they're starting to remind me of the war with Vexus that put me in stasis...and I don't want to see that happen to Earth again."

"...Don't worry. We'll stop them," Ben assured the group.

"Yeah. We've dealt with worse, so this should be a cinch," Makoto added.

"...yes," Rook nodded, "...Ben?"

"Yeah, man?"

"I was thinking if you wrote a recommendation for Rook Shar to attend the Plumbers Academy, it would assure her a place in the Plumbers."

"Seriously?" Ben deadpanned before sighing, "When do you need it by?"

=Just concentrate on returning to Earth= Tsubaki spoke =...and I'll help with the paperwork=

* * *

"Grr…" Attea growled, looking at the nearly empty vial of Super-Concentrate as she sat in her seat within her ship, "Dis is all dat is left of your mind-control juice."

"Highest Commander, you must be devastated," Psychobos noted in a mock tone...before Attea slapped him with her tongue, "D'oh!"

"What do you know about it?!" Attea snapped before looking back at the vial with a smirk, "It may not be enough to rule a planet, but it's definitely enough…"

"We're not heading for Earth, are we?"

"As much as I want to, no...We're gonna meet back up with daddy so you can finish that little…'experiment' you've been cookin' up."

"...I have no idea what you're talking about," Psychobos instantly denied, only to be tongue-smacked once more, "D'oh!"

"Don't play dumb. We know of those little test subjects of yours...and honestly surprised yer even alive," Attea admitted, "Especially with that big berserk one…Perhaps y-"

"NO!" Psychobos snapped, making her flinch at the tone, "Out of all the s-s-s-s-subjects, that one is particularly d-d-d-dangerous! _If _we do use the Super-Concentrate on it...it will be as a _last resort_."

"...Fine. Then set a course for yer lab," Attea ordered, "I'm gonna call daddy and have him meet us there."

"...Of course, Highest Commander."

* * *

_SZ...Welp, you all know what's coming if you've watched Omniverse...but you'll have to wait on that. Need some filler to...well, fill out the wait and lead up to it._

_GT: Eeyup._

_SZ: Aye...so stay tuned for some comedy for the next, and the following one after that...well keep that in secret for now._

_GT: 'Till then, please read and review._


	34. Platinum Problem

_SZ: Welp...time for a comedy-based chapter._

_Ragna: Why do I get the feeling I'm not gonna like who's gonna be in this one?_

_GT: You will not._

_Ragna: Shit…_

_SZ: Tough it up, man...because you'll be dealing with some real heavy stuff soon._

_Ragna: I doubt that…*walks off*_

_SZ:...We don't own anything aside from original content. GT? Start us off as always?_

_GT: Eeyup. *hums while putting up a picture of Noel with big, watery eyes and a sign above it saying 'This curtain made Noel cry'* There we go. *walks off, humming still*_

_Ragna: ...Seriously? *looks at SZ* What's that supposed to do?_

_SZ:..._

_Ragna; Wh-*the wall suddenly explodes*_

_?-?-?: NOEL-TAN~!_

_Ragna: God damn it, K-_

_***BZZT!***_

* * *

"Okay, that's the last one," Ragna noted as he pulled himself out from under Pakmar's food truck, "try it now, Pakmar."

"Mm…" Pakmar muttered as he turned the engine on, which soon came to life as it roared out. "Oh! Excellent! Pakmar's truck is now back in business!" He tossed Ragna a small bag of Tayden. "Pakmar thanks you for service! You get half off any food order for rest of month!"

"Gotcha." Ragna nodded as Pakmar drove off. "...Okay. Pakmar, should be the last one for today...meaning I got the rest of the day to relax. Hmm...might try that new burger joint that opened up...or that…"

"Hungry…"

"?" Ragna raised a brow as he looked down, seeing what looked like a small child in a brown cloak walking next to him. "...uh...hi?"

"So...hungry…" the child whispered as they cling to his leg. "Please, Mister...we need lots of food…"

"We?" Ragna repeated

"Please...give us food now, or we will forever curse you with our ghost~"

"Gh?! Gh...Ghost?" Ragna tensed at that, "That crazy box one isn't back, is it?"

"There's a real ghost?!" the child freaked, their voice a bit softer yet a little bit deeper before going back to sounding female, "Sh-shut it, Sena. You're freaking Luna out…"

"...Look, kid. If you need some help, I know a kid with a transforming watch that c-" Ragna began.

"Please...don't be so cruel and abandon a starving child~!" the child whined, earning looks from the aliens there.

"...D'oh...fine. I was gonna get a bite to eat anyway," Ragna caved in as he sighed, "I mean...it's not like y-"

* * *

"...So much for today's pay…" Ragna muttered, watching the small child wolfing down all the food before them as multiple empty plates filled the table, "...And there goes my lunch…"

"Remember, Makoto. Four normal-sized plates," Ragna glanced over to see Makoto, Tsubaki, and Noel sitting down at a table nearby, Tsubaki speaking while wearing a blue skirt and a white blouse under a blue sleeveless vest while Noel wore a light-blue blouse and light-pink skirt, "I don't want to get a complaint on you using a bigger plate and emptying the entire buffet here like the last time."

"Yeah yeah…" Makoto muttered, dressed in a black sleeveless vest on top of an orange tee with an acorn on the front, dark blue shorts, thigh-high black socks, and a pair of orange sneakers.

"It's a shame Mai and Kajun couldn't come," Noel noted.

"Ya know she needs Mai's tongue to test what's in that stuff the stupid crab made," Makoto pointed out, "And then her tongue again for developing that counterserum."

"Oh...true."

"Oh thank god some familiar faces," Ragna whispered to himself, "Psst! Hey, squirrel girl! Psst!"

"Hmm?" Makoto blinked as she looked over, "Oh, hey Ragna. How…"she blinked when she noticed the piles of plates on hsi table, "...Well damn. And I thought _I_ was a big eater."

"Not me. Them," Ragna stated, jerking a thumb at the cloaked child as they were nibbling on a large chicken leg, "Found them in Undertown and they were begging me for food...not sure whether I regret it or not as I have to use up all the money I made today jsut to feed the little vacuum."

"Luna is not a vacuum," the child huffed in the girl voice before speaking in the softer voice, "Luna, d-don't eat with your m-SHUT IT SENA!"

"..." Makoto slowly raised a brow, "Oookay…"

"...You better not be two kids hiding in there," Ranga muttered, his eyes twitching a bit in annoyance.

"?! N...no," the child answered in the softer voice...which Ragna assumed was Sena.

"Then take the hood off and let's see."

"Hmm?" Tsubaki and Noel blinked as they looked over.

"...O...okay," they nodded before doing so, revealing them to be a very young girl with peach-blonde hair done into two long ponytails that reached to her ankles and was held up by a light-green-ish blue ribbon and headband. What they noticed was that their pupils seemed to be shaped like hearts rather than a normal human's pupils.

'_Oh! Kawai!'_ Noel thought.

"...Okay. You're just one kid then," Ragna noted, making the child sigh in relief, "But...what was with the two voices? You uh...got some imaginary friend or something?"

"Hmm? Oh no...th-that was my sister, Luna. I-In fact...I think we need to thank you for the food. Right Luna?" Sena asked before the child's head lowered down.

"?"

"...Thanks…" the child began in what Ragna assumed was the Luna voice...before lifting her head out and pulled her eyelid down, "BA~KA~!"

"Gh?! Wh-what?!"

"You heard Luna-sama! She called you baka...no. That too kind...Pedo!"

"P-pedo!?" Ragna gawked, noticing the looks he was getting from the other restaurant patrons, "SHH! Shut it, kid! That's not something you should be shouting in p-"

"Don't tell Luna what to say, lolicon!" Luna shouted.

"Whoa now, kid! Sure, he may look scruffy and like he stepped on something nasty…" Makoto began.

"Oi!"

"...But he ain't no loli or pedo," Makoto continued like Ragna hadn't snapped in annoyance at her, "He actually does volunteer work and a lot of good folks like him."

"..."

"So...you gonna apolo…"

"Luna doesn't have to listen to you either, Oppaijira!"

"HAH?!" Makoto gawked at that.

"Your boobs are so big they might crush iron!" Luna continued before Sena quickly took over, "L-Luna, stop. You're being really r-SHUT UP, SENA! IT'S LUNA'S TURN TO BE OUT!"

"Okay, I think we have a child with MPD," Tsubaki noted as Noel gawked.

"...Sh-should we call B-" noel began once she got out of her stupor.

"Not right now. He's on Monitor duty with Rook," Tsubaki answered.

"Lolicon! Oppaijira!" Luna shouted as she pointed at Ragna and Makoto.

"Grr...Okay I've had enough of this…!" Ragna growled, slamming his hands on the table, "Just shut up already, you little brat!"

"...What did you just call Luna?" Luna asked with narrowed eyes.

"Ragna, don't call her that! I mean, sure sh-" Makoto began.

"Luna will punish you!" Luna shouted as she shot up, grabbing the bandaged up object near her before holding it up, the bandages around it coming off to reveal it to be a long staff with a large 'heart' on the top of it, a large ruby-colored orb in the center of it, "Mahou Henshin~!"

"Mahou wh-" Ragna began before her cloak flew off, revealing what Luna...er...Sena...what the child was wearing underneath!

She wore a sleeveless white shirt with buttons and blue lining. The outfit was completed by a blue skirt. She wore a pair of white gloves with large cuffs and a pair of similar colored shoes with heart-shaped toeguards.

"And now...in the name of pureness, Luna will punish you nasty evil lewders!" Luna declared.

"...You're joking. What makes you think a little magical girl ca…" Ragna began before Luna spun her staff around...and in its place was a large hammer with a heart on each flat end, "?!"

"Oh, I am getting bad vibes," Makoto cringed.

"We can never have a normal day at a buffet, can we?" Tsubaki sighed.

***SLAM!***

"Oh dear…" Noel whispered as Luna began to chase Ragna around the restaurant, her hammer now a bat with nails in it.

"How's about helping me here?!" Ragna shouted as he passed by.

"Get back here, you lewd bastard!" Luna shouted as she chased him, swinging her bat as she did.

"What th-where'd you pick up that language?!"

"Like Luna will tell you, Lolicon!"

"Stop calling me that!"

"...call Ben?" Noel asked.

"Call Ben," Tsubaki sighed.

"Already ahead of ya," Makoto spoke as she had her phone out.

* * *

Ben munched on popcorn at HQ as he and Rook were stuck on Monitor Duty for the afternoon. Something about a deal to keep Ben out of Undertown while folks are in the middle of a work day. It was actually Ragna's idea, but it seemed like a win-win situation to all involved as Ben gets the literal laziest job possible.

"Hmm...So what is the significance of this Rap music culture?" Rook asked.

"Another sort of sub genre of Earth sayings for you to avoid," Ben explained.

"Most useful," Rook nodded.

"Yeah. Just..trust me man. It…" Ben began before his phone rang, "Hmm?" he blinked as he quickly answered it, "Hello?"

=Hey, uh...Ben? We _might _need some help here= Makoto answered, the sound of dishes breaking and Ragna shouting in the background.

"If this is in Undertown, I've been bribed to stay away," Ben explained.

=Nope. Surface a...=

=If that's the kid, tell him to hurry up!= Ragna barked in the background.

=Shut up and let Luna hit you, Lolicon!= Luan snapped.

"...Oh I'm either gonna enjoy or hate this, aren't I?" he chuckled slightly.

=Probably both…=

"Alright...I'll be right there. Try and keep Ragna from going all Mortal Kombat on the place…" Ben sighed, getting up, "Wanna come, Rook?"

"Hmmm...I think...I shall remain here."

"You're a smart man Rook. I'll get Kagura as a human shield," Ben smiled.

"As are you, Ben," Rook smiled.

"Yup. Besides...it's not like it's that bad," Ben added.

* * *

"...I stand corrected," Ben muttered, he and Kagura watching outside the restaurant as Ragna rapidly dodged a bunch of missiles with cat faces on it.

"It's official…" Kagura spoke, "I love this time period."

"Is that the pervert!?" Ragna snapped, "He better not go near Noel!"

"SHUT IT, PEDO!" Luna snapped before swinging her staff around, causing a large yellow bomb with a cat face on it to land near him, "Ahh! L-Luna! That's overk-" Sena began before Luan took over once more, "SHUT UP, SENA! THERE'S NO BETTER WAY TO BEAT A LEWD BADDIE THAN WITH OVERKILL!"

"You're crazy, k-" Ragna began before the bomb exploded, resulting in a series of fireworks and stars as he flew out of the resulting smoke cloud, "Gah!"

"Okay! Now it's Oppaijira's turn!" Luna declared, shifting her staff into a pair of scissors, "And Luna is gonna snip the tail first for a new pillow!"

"Ahh! Not the tail!" Makoto freaked, hugging her tail close with Noel.

"Yes, the tail!" Luan shouted as she pounced, only for a green flash to go off, "Eh? What was...why can't Luna move?!"

"I did not expect that to...actually work." Loadstar spoke, "This kid must hide a lot of weapons on them...Who raised you? Android Assassins from Hogwarts by way of Japan?"

"...Hmph! Baka…" Luna huffed, not noticing what Lodestar was, "Luna is taught by the Great Master Jubei, and Luna thinks she is far better than his other student Ragna...wait…" she blinked when she looked back over at Ragna bust as Sena took over, "...Ahh! L-Luna that's him! That's Ragna...the one Master Jubei mentioned and had that wanted poster…"

"Wait...How do you know my master?" Ragna demanded as he stomped up to the two.

"Wait...his master is Jubei, one of the Six Heroes?!" Tsubaki gawked.

"That I did not know," Makoto muttered.

"Well ain't this some anime nonsense," Loadstar spoke.

"This...is probably one of the best days I've had since I got here. Not counting the concert with all the people...but...I only remember blurs...very...very bouncy blurs…" Kagura grinned.

"Dude, you have a problem…" Loadstar spoke, dropping Luna on her face.

"Ow! That hurt!" Luna complained as she shot up, shaking a first at Lodestar, "Also give Luna's Magic Wand back or else!"

"Or else what?"

"Or...or…" Luna began, mentally pondering something…with Sena trying to point out it was a terrible idea before Luna shut up him, "...THIS!"

"Oh what's sh-" Makoto began with a groan...before Luna ran over and pulled her shorts down, "AHH!"

"OH GEEZ!" Lodestar tensed, blushing heavily as he quickly covered his eyes, "I didn't see anything!"

"This is one of those days," Makoto sighed, using her tail to cover herself before dragging Loadstar away.

"Wait...why am I being ignored...oh I know why...well played!" Kagura shouted at Makoto.

"Hmm? Was that the wind?" Makoto 'innocently' asked.

"Ow…"

"Okay...so...she's the most annoying kid besides 10 year old me…" Loadstar spoke, "What do we do?"

"Honestly thinking of taking her to your grandpa, but I feel she'll make a mess of HQ," Makoto sighed as she pulled her pants back up, "...Wait. What about you cousin? I bet she's good with kids. Plus she knows magic, so she and Luna..er...Sena...the little kid can get along with her!"

"Alright, alright, you guys go get the car ready for travel," Lodestar ordered, "I need to stay behind and fix the place with Clockwork and ask for the security feed to be watched before anyone gets banned for being mistaken as the cause."

"And for saying certain words which are _not true!_" Ragna barked.

"I just wanted a normal day…" Tsubaki sighed, facepalming as she shook her head.

"I-It's okay, Tsubaki. We can alwa-" Noel began before she noticed something, "...Ano, where's Luna?"

"She went thataway," Kagura replied.

"You had one job..." Makoto and Loadstar groaned.

"I know...but…" Kagura began before falling over, holding his crotch in pain, "She went for the kiwis…with an iron bat."

"Okay...so now we gotta find her," Loadstar groaned slapping the Omnitrix and turning to Blitzwolfer, "Benefit of remembering this guy...all the tracking skills of Wildmutt...and I can still talk."

"I suppose I'll get the security footage then," Tsubaki noted.

"And I'm heading back to Undertown to not deal with this BS," Ragna stated as he began to walk off.

"You do realize the longer she's out and about and knows about you, she'll start spreading rumors and giving the name of 'Ragna the Loliconedge', right?" Makoto asked in a deadpanned.

"...AFTER THAT LITTLE BRAT!" Ragna snapped as he ran off.

* * *

'_L-Luna, why would you do that?' _Sena's voice asked within Luna's mind, the young girl having her cloak back on and her wand wrapped back up as she looked around, _'Mr. Ragna was able to give us some food...even if you tried to use the 'ghost' trick.'_

"Hmph! Luna doesn't have to thank him for anything," Luna huffed as she puffed her cheeks, "Luna doesn't have to thank no stupid white-haired old man. Besides, he was near two boobie monsters, so that makes him a uber-perv too."

'_We're ten, we haven't reached puberty yet.'_

"Luna calls it as she sees it!" Luna snapped, "Now come on...We need to keep looking for Master Jubei...and find out what Hierarchical City this is."

'_It does feel stranger than most we've been to,'_ Sena admitted.

"Yeah...Where are the Ars Magus ships? Why was there a town full of weird mutants and Beastkin…?" Luna began before growling out in frustration, "And why did Master Jubei have to choose that pedo his student?! Luna is so much better than him~!"

'_Because he's older than us and probably met him long before we did.'_

"...SHUT UP, SENA!" Luna snapped, "And be quiet so Luna c-" she yelped when she was suddenly picked up by the scruff of her outfit.

"Found you…" Blitzwolfer sighed, "Kinda hard not to when you're yelling like a-"

"EEK! IT'S THE PEEPING TOM!" Luna shouted, getting people's attention.

"Oh you know what? Just for that I am so not going easy on you. You are getting such a scolding young lady," he growled, slapping the Omnitrix and changing into Ditto.

"...Master Jubei is cuter than you," Luna bluntly stated.

"Help! This mean girl is picking on me!" Ditto shouted, making her jump at how much like a kid he sounded.

"What?! D-don't believe him!" Luna shouted as more people watched, "He peeked on a girl's panties when they were dropped!"

"She took my cookie!" he countered as he faked sobbed.

"He tried to peek up Luna's skirt!" Luna countered back.

"She keeps taking her clothes off…" Ditto sniffled as more and more people...seemed to side with him.

"Wh-?! LUNA DOES NOT!" Luna exclaimed with a blush.

"She keeps saying weird and bad words," Ditto added as people gasped as he pointed at her, "Also she hit me!" he sobbed again.

"L-lies! Lies and slander!" Luna exclaimed.

'_Pot calling kettle b-' _

"SHUT UP, SENA! NOT HELPING!"

"She keeps yelling at someone who's not there, too. I think she's a liar who only wants attention," Ditto crossed his arms as people began dispersing, "Not so fun, now is it, short stack? Guess what people only believe the cutest kid in the room. And ain't no one get cuter then Ditto...well maybe Upchuck, but that's more in the adorable animal genre."

"I...you…!" Luna fumed before an idea popped into her head, "...Sena, use that."

'_Huh?! B...but Luna i-'_

"It's half true so use it!"

'_...Okay…'_

"Heh heh…" Luna smirked before Sena took over…and began to tear up, "He….he threw my cat doll in the ocean~"

"?!" the crowd tensed up at that as they turned back around

"Y...yeah...the one mom and dad gave me before they died,' Sena sniffled, his lip quivering.

'_Oho...It's like that is it? ...okay. Just remember...you brought this upon yourself kid...also...I really...REALLY did not want to turn into...ugh...this alien again. But if you wanna play this game...ain't no way you can beat hah...Pesky Dust…but I'm going on record with myself...the kid made me do it! Also I have got to stop internal monologuing with myself as Ditto...' _Ditto thought, about to press the Omnitrix symbol before a cane hit him on the head, "Ow!"

"How cruel!"

"Little manipulative brat!"

"How could you do something so evil?!"

"She's just a little kid!"

"W-wait! Y-OW! Got it a-ow! Wrong!" Ditto shouted amongst the slaps and cane hitting, not noticing Sena..or rather Luna when she took back control of her body sneaking away, "Ah! Guys! A little h-OUCH! Help here!?"

"Alright, folks! Move along! I'll take care of him!" Makoto shouted as she tried to disperse the crowd.

"Heh heh...Luna won that little round, y-" Luna began before she bumped into something, "..." she blinked as she looked up...to see Ragna's glare.

"Hey brat…remember me?"

"...EEEK! PEDOPHILE!" Luna screamed, causing the crowd to shift their attention at Ragna.

"...Oh god d-!" Ragna began before the crowd began to attack him...and the sounds of police sirens were heard.

"...Alright, I've had enough," Makoto deadpanned before poking Ditto's emblem, making a flash of light as he was replaced with Pesky Dust, "I was going for Rath."

"Sure you want t-OW! Risk that?!" Ragna shouted in the fightcloud.

"...Okay fair point," Makoto muttered as she let Pesky Dust down, "So what can you do in this form again?"

"I...don't remember," Pesky Dust admitted, "Only turned into this alien once."

"You can control dreams," Noel spoke up from outside the crowd holding up a tablet with the Alien Lifeform database opened.

"...Oh yeah...just need to get her asleep before she tries to run off again."

"You can also put people to sleep." Noel added, having just read that part.

"I/He can?!" the two gawked.

"Stop gawking and get that brat before she runs!" Ragna snouted, struggling with a few cops as they tried to cuff him, "Also, let go! It's not what you think it is!"

"Alright...Nap time for everyone!" Pesky Dust declared waving his hands out and sending out a wave of pinkish dust which spread out around the crowd and made them all drop save for his friends, "Hey look at that. I can pick and choose who does and doesn't sleep."

"Nap wh-?" Luna blinked, almost out of the sleeping crowd.

'_Uh, Luna...we might wanna run…' _Sena gulped.

"Hello," Pesky Dust smiled, "Night-night~" he pointed his finger like a gun and 'blasted' the multi-personality girl in the face.

"Ack! Ack! Tat was not fair! Now Luan w…w…" Luna began to slur before she collapsed, already snoozing logs as she slept.

"Note to self...embarrassing this form is...but very useful." Pesky Dust noted as he landed on Noel's head.

"And very very cute," Noel quietly added.

"Touche Noel, touche indeed," Pesky Dust nodded, "I fear if I change back, the girl and mob will wake up. So while I use dream powers to make these folks forget everything you guys load the kid into the truck. And no one makes a joke or I swear to god you're going to dreamland...and you won't like what I make you see."

"Zzz…R-Right…" Ragna said in his sleep before kicking something, "No..no...Don't you fuckign dare trade me for a god damn fish…no...Jin's giving me that look…dont trade me to him…!"

"...Oopsie," Pesky Dust chuckled sheepishly.

* * *

"And that's the story," Makoto explained to Max once they all arrived.

"Hmm...So I see. Any other clues as to who the kid really is?" Max asked as he prepared something in a large pot.

"Dunno," Ben shrugged, "All we know she has MPD, is looking for this 'Jubei' guy, and...did we mention she has quite the mouth on her? The type that Mom would wash her entire mouth out with soap?

"Sounds like a handful," Max sighed as he grabbed a ladle and smacked a tentacle that tried crawling out of his soup, he put a lid on it as he decided to let it simmer, "Well, this is quite a pickle now, ain't it? I'll see what I can do as far as finding out how to help with her multiple personalities. Since you're sure she's from your time, girls, something tells me it's not your run of the mill traumatic experience...Heck, for all we know, magic made it that she has multiple souls in her body."

"Possible," Makoto agreed, "And from what I've seen, Sena's the more polite one while Luna…"

"Is a complete brat," Ragna added with a growl.

"Hm I can imagine from how detailed the story was." Max spoke.

"We're serious, Max. We don't think anyone is prepared to handle this kid. She uses the fact she is one as a weapon against folks," Makoto spoke.

"Oh that old trick, huh?" Max laughed, "Ah...That never gets old, does it?"

"I forget you are more or less Super Grandpa, too…" Makoto muttered.

"Try dealing with a Ten-Year-Old Ben hopped up on sugar when he still had the Omntrix. Worst Halloween ever...the town still thinks it was a freak storm," Max reminisce in a dramatic way for fun.

"Wasn't my fault...that house gave out energy drinks," Ben argued.

"I doubt the kid was bad as the brat," Ragna deadpanned.

"Oh she can't be th-"

"She called me a pedophile, the kid a peeping tom after she pulled squirrel girl's pants down, and squirrel girl -and I quote- 'Oppaijira'."

"No offense, Ragna...but you're hardly suited for handling kids. And while I agree that this girl is clearly a brat, I think this is where you leave it to someone who's raised four different kids into respectable people," Max smiled.

"You are easily the coolest old man in the galaxy...but I doubt you can handle her," Ragna argued.

"Care to make a wager on that?"

"Hmm?" Ragna raised a brow at that.

"Well son, you seem like a mighty hefty know it all," Max argued, "How about this...give me a day with her, and you might see a big difference."

"...And what happens if she doesn't?" Ragna asked.

"Then you'll try it out and see if you can make a difference."

"...Fine. You're on, old man," Ragna smirked, shaking Max's offered hand.

'_Oh, the fool. He forgot to ask what Max will want when he wins,'_ Kagura thought in amusement before a beep went off on Ragna's wrist, making him pull his sleeve back to look at a watch.

"Tch. Gotta get back down to Undertown. Have a job to get to," Ragna spoke before going off, "Be back tomorrow to see how it's going."

"Grandpa, are you sure?" Ben asked as Max smiled.

"Not really," he mused, "But what can I say? I see it as a challenge to crack two problem cases."

"Nice omission as well," Kagura chuckled as Tsubaki entered.

"Well, the good news is that none of us are banned and I was given a copy of the security footage for the report. The bad news is that Ragna is banned only if he tries to bring her back there. The girl has been banned from all establishments related to their franchise and any part of them through their parent company," Tsubaki informed.

"She eats takeout got it," Ben smiled simply.

"Ooh that sounds good," Kagura changed the subject, "Who's up for lunch? I'm feeling like Mexican. Any takers?"

"Your part of the report needs to be written first, sir," Hibiki informed, a hand clenching tightly on his shoulder.

"Ehheheheh...uh, r-right…"

"Well...get to work," Makoto smirked at Kagura as she walked off with Ben, "Shouldn't be too hard for ya…"

"But...lunch…" Kagura began before a pile of papers were placed in his hands, "...Ahh man."

"We'll order you some tacos from this food truck," Ben called out.

"I feel more like Chinese…" Makoto argued.

"Nevermind...it'll be the chicken menu." Ben called back.

"...Fair enough," Kagura shrugged.

* * *

"Mmm…" Luna groaned in her sleep, moving about in the white bed she was laying in, "N...no...Master Jubei is Luna's...you can't have him, Sena…"

"Aw, that's cute..." Jetson noted.

"Don't know what Ben and his friends were talking about. She seems like a sweet little cinnamon bun," another Plumbers Doctor added.

"They do report her having Dissociative Identity Disorder," Jetson noted, "Maybe we're just seeing one personality."

"Right. And if this girl is as...troublesome...as they warn us? Well...time for me to resort to my old parenting skills...which are no different then my leader skills...only one involves less life threatening danger via robots and weapons."

"You sure? We don't know if the personality that's in control is the timid one...or the rude one," Jetson pointed out.

"Watch," the doctor smirked as he walked up to Luna, "Psst. Hey little lady…"

"Huh? Wh...what…?" Luna muttered as she woke up, sitting up as she rubbed her eyes, "Why'd you wake Luna up? She was dreaming of Master J-" she began as she opened her eyes..and saw the different human and Alien Plumbers in the room, "..."

"Now...who am I sp-" the doctor began.

"KIDNAPPERS!"

"Now now. We are n-" the doctor began before Luna grabbed her staff from nearby and swung it, making a large bomb in the rom, "?!"

"...Contact Magister Tennyson. Contact him before…!" Jetson began in a freaked out tone.

***BOOM!***

* * *

=Magister Tennyson to the Medical Bay. Magister Tennyson to the Medical Bay= the PA went off.

"Guess she's up," Max noted, putting the heater on low for his cooking pot as he hurried off, "Well hopefully things a-" he began when he went to the medical bay.

"COME NEAR LUNA! SHE DARES YOU! SHE DARES YOU, YA PEDOPHILIC BASTARDS!" Luna bared, swinging her metal-nailed embedded bat as the doctors hid behind some overturned and burnt beds.

"Dear god! She's like a Appoplexian cub high on sugar!" Jetson exclaimed in fright.

"...and I provoked Murphy's Law," Max sighed.

"You! You're the leader of these child nappers, aren't ya?!" Luna demanded, pointing her bat at Max, "What do you plan to do to Luna?!...You going to make her take lewd photos of herself so you can beat to them, you old pedo?!" Sena quickly took over, "Luna, please calm down! I'm sure w-" Luna took back control, "SHUT THE FUCK UP, SENA! LUNA WILL NOT LET THESE PEDOS TAKE HER ALIVE!"

"Oh you are a handful," Max spoke, earning her attention once more, "How such a naughty kid like you ever got allowed to go anywhere is beyond me."

"Wha-GAH!" she cringed as Max flicked her head before she could, "Why yo-Gah!" she cried at another flick to her forehead, "St-Gh!"

"Last warning," Max crossed his arms, "Or I'm gonna have to treat you like a kid and punish you for what you did wrong."

'_...Luna, please don't.'_

"Luna dares you, old man!"

'_Why-hy-hy-hy~!?'_

"Okay, young lady. You asked for it." Max walked away, confusing her.

'_Oh, I am getting a horrible feeling…'_ Sena whimpered.

"What could he possibly do!?"

"Seems like you have a lot of energy to burn through," Max came back, holding a cage, "Oh well don't you worry...This is what I use to do with Ben when he refused to change back from alien form. I like to call it...Catch Your Own Food."

"What's…" at that, he opened the cage as some green octopus creature with a single eye slinked out, "THE HECK IS THAT!?"

"Don't know...but I find a lot of 'em up in Oregon." Max shrugged as it lunged at her, "Oh...and that's your meal, so I'd better catch it if I were you. But be careful of the acidic bite."

"Acidic wh-" Luna began before the 'octopus' looked at her, "?! ...Have fun, Sena!" she exclaimed before Sena took control, "Wait wh-AHHH! HELP!"

"And there's the other personality," Jetson noted with a cringe as the 'octopus' chased Sena about.

"Luna, why~?!" Sena cried as he ran away from the 'octopus' and its slimy tentacles.

"So the other personality is also petty and selfish." Max spoke up as he blasted the 'Octopus with a gun, making it stop and fall, "So you must be the other half, Sena right?"

"...y-yes, sir," Sena nodded before bowing in respect, "Also thank you...I thought I was gonna get poisoned..."

"Oh relax, just like Ben you overestimate it. Truth be told, this thing is borderline harmless...well unless it sticks to an old man's face...facial hair and tentacles are not a good mix," Max mumbled, rubbing his chin, "But now I see...you're not the issue. It's the naughty and angry other persona, isn't it?"

"You have no idea…" Sena admitted, "...Luna said to screw myself and you for that…and regretted saying it because of the implications."

"It's like two kids for the price of one." Max sighed, "Still not as bad as my boys when they were this age. They where the epitome of stupid as kids."

"...I...don't know. Luna has gotten us into lots of trouble," Sena admitted with a sigh, "...and most of the time, she used me as a meat shield to get the heat off her...or use the 'poor defenseless child' act when she wants to take some food from someone, or trick them into getting food for us...and most of the time she has me do it. When she does it, she threatens to up a curse on that person and that we will haunt them."

'_It works!' _Luna barked.

"Yes…_after_ you made us ditch them and leave them with the massive bill," Sena argued.

"Hmmm...I see. So she is a very selfish and rude little girl," Max sighed, "How about this: I let you stay in a nice place, that can feed you. And...Luna promises to stop harassing people and causing a public disturbance. Or so help me I'll get a witch to put a spell on her, so she can never take over again." he warned.

"...Luna?" Sena spoke before Luna took over, a nervous look on her face, "Y...yes sir…Luna won't be rude...and please no. Luna doesn't want to go away..."

"Well, alright now. See? It's not hard to be nice and polite to people. I bet you'd get more from being a nice little girl then an angry bad mouthed little demon," Max smiled.

'_...That does seem like a good point, Luna,' _Sena noted.

"Luna c-"

"In fact...If you behave for the rest of the day, I can help you meet someone that knows magic."

"...R-really?!" Luna squealed at that, stars in her eyes as she looked up at him, "There's someone in this Hierarchical City that knows magic too?!"

"Oh right...Kiddos, I bet you probably wondering where the heck you are, huh?"

'_I feel like we are in for a surprise…'_

"Well...how much do you know about time travel?"

"Only in an old movie Master Jubei found for us on one of our birthdays," Luna replied...before it finally dawned on her, "...EH~?!" she exclaimed in both her and Sena's voices.

"Yep. You have been flung maybe...several centuries into the past," Max shrugged, "If you are worried for people you know...Don't worry. Good chance they got yanked here, too."

"...Then that means Master Jubei is...but...the magic user...but Master Jubei," Luna muttered, trying to weigh her options, "Mmm~! Luna is so conflicted~!" she blinked and Sena took over, "Um...Mister? Luna fainted."

"She's in shock." Max explained, "Let's give her time to rest."

"G-good idea…" Sena nodded, "...Oh. Um...Sorry." Sena bowed, "I'm Sena. Um, may I ask for your name, sir?"

"I'm Max, Max Tennyson," he smiled, "Now, how about something to eat?" he held up the octopus, "Don't worry...this is for me. I figured you'd be fine with some super sugary snacks only kids like."

"...I'd like that..but not too much. Last time Luna had us sneak into a candy store, we blanked out after trying that marshmallow triple chocolate cookie...and woke up underneath a pile of melting ice cream." he sighed, "We got banned from that candy store."

"Ah not that bad...Ben _blew up_ the candy store," Max chuckled, "Ah...and he wasn't even a kid when it happened either."

* * *

"I told you I was Heatblast and I swerved to avoid a rocket...and it was just there!" Ben explained.

"...Uh...what?" Makoto blinked, a bit of Lo Mein hanging out of her mouth.

"Sorry...reflex."

"...What did you do as Heatblast to avoid a rocket with?" Makoto asked.

"Nothing. Absolutely nothing."

"...Okay…"

* * *

"Ahh...So much paperwork…" Kagura muttered as he kept writing down reports, "...Least it's not as bad as the NOL…could not use my wrist the entire week."

"It was not that bad…" Hibiki sighed.

"It was literal hell."

"Well just like here, if you actually did it like you should it wouldn't pile up," Hibiki argued, "I mean...half of these are from last Tuesday."

"Ah, that was a fun night," Kagura sighed wistfully.

"I don't even want to know, actually...I'm fifty percent sure it involves a dirty limerick somehow…"

"1…"

"Eighteen…"

"18 times that happened…" Kagura chuckled.

"Just focus on your work…."

"Yes, 'mom'..." Kagura sighed as he went back to writing reports, "...Wonder how the old man is dealing with the kid?"

* * *

"And that...is how you _do not_ make pop tarts…" Max spoke, moving the table he used as an emergency shield, "Oh boy talk about lesson learned huh, kiddo?"

"Mmhmm," Sena nodded with wide eyes.

'_...Luna is scared of what just transpired,' _Luna gulped

"Well this will be fun to explain to the clean up crew...Since you are going to be around here, time to learn an important lesson...if something crazy happens by accident...just blame it on Ben," Max smiled.

-line break-

"I didn't do it!" Ben snapped suddenly as he and the others were sitting at Mr. Smoothy's, "Huh...I think I'm developing a psychic ability to tell when people are blaming me for stuff…"

"So...a Ben...Tingle…"

"Never say that again…" Ben replied with a neutral face.

"...Imma still think it," Makoto smirked.

"Please don't…" Tsubaki sighed.

* * *

"Hmhmhmm…" Kajun hummed under her breath as she walked along the hallway, looking at a few holographic screens floating around her with blueprints on said screens before passing by an open door where Max and Sena were cleaning up a large pile of ash while trying very hard to pretend that they knew nothing about what it had been, "..." Kajun paused after a few steps past the open door, "...Was that…? No...no, no." she began to walk again...before going back towards the door, "Magister?"

"Ah!" Max and Sena yelped before spinning around and stood at attention.

"Hello, Kajun!" Max greeted, "Just doing some cleaning up. Someone must have tried using a laser pistol on a microwave dinner again and fled."

'_Hey! Luna's beam isn't a laser pistol!'_ Luna complained, but managed to keep from jumping out.

"Oh, speaking of. This is Sena," Max introduced, "She also responds to Luna."

"I see…" Kajun noted.

"...Is everything okay?"

"Yes. Just…Sena reminds me of someone is all," Kajun admitted, "My apologies for any case of mistaken identity I might have caused."

"Well now Kajun, with how things have been going since you all arrived here, I think maybe a second of extra thought is in order," Max spoke, earning her attention, "Is it that bad of a memory?" he asked, reading her small changes in reaction.

"...It's not as much as how it affects me...it's more on how it would affect Mai if she saw her," Kajun answered.

"?" Max raised a brow.

'_Mai...That name feels familiar to Luna,'_ Luna noted.

"Same here," Sena whispered, "I don't know why though."

'_...Think she's a Boobzilla?'_

"Luna…" Sena sighed quietly.

'_What? It's a legit question.'_

"Kajun, how about you tell me what this could be. And then we'll decide whether or not to bring Mai in to meet her," Max spoke, "I'd like to know the risks first. But, if possible, maybe Mai can help Sena and Luna."

"...She reminds me of a little girl named Bell, or as she was really known as, the Reciprocal Observation System: Lunasena," Kajun answered, "Mai had found her when she was being transported in a Coffin...to the NOL."

"Uh-Oh…" Max and Sena realized this was indeed very much related.

"Yes. Bell got really attached to Mai, too, almost like a Big sister," Kajun added, "But one day….she just vanished."

"...And what is this Observation System y-"

"It's more or less back-up vessel for something known as the Embryo," Kajun answered, "Not much is known about it...not even my former superior Kokonoe knew much about it outside of an event known as the Wadatsumi Incident...but we do know this..." a serious look appeared on her face, "It plays a key part in making the Azure Grimoire."

"Azure Grimoire?" Max repeated.

"Ugh...Luna's getting a headache from all this talking," Luna muttered.

'_Luna…'_

"What? You're getting headache, too, Sena."

"...I-I'm sorry for taking up your time, Magister," Kajun apologized, "I need to get back to making that counterserum…" she frowned, "As much as Blukic and Driba dislike to admit it, Psychobos made something we're still trying to figure out how to counter. What we have figured out is that if you use the right electrical current in a device meant to act as a transmitter while holding said object, this serum will cause the hypnotized to speak like the holder and listen to all mental commands. ...And on that note, I humbly ask you to ignore any complaints aimed at Mai that come in today. Blukic and Driba got a hold of the transmitter."

"...Why does that worry Luna?" Luna blurted before hiding behind Max, "Protect Luna, Oji-san~!"

"It's okay Luna…" Max assured, "I know those people you didn't like don't seem like it. But trust me, I've trained them. They'll keep you safe. And so will I." he put his hand on her head to further reassure her, "But beyond that trust me. We'll take care of you here."

"...O...Okay...but..will you help find Master Jubei too?" Luna asked, looking up at him.

"We will...I promise you."

"Nine out of ten, Ben and the others will randomly run into him and kick off another set of misadventures." Kajun spoke.

"Probably." Max chuckled, "For now, let's see if we can find ya something to do, kiddo."

"...Luna is still hungry," Luna muttered before Sena took over, "Low sugar…"

'_Oh you suck, Sena!'_

"I don't want us to blank out from too much sugar…."

'_Luna will not blank out…'_

"How's about pizza?" Max asked.

"...Pizza sounds nice," Sena admitted before Luna took control again, "Luna want pizza! E-" she quickly covered her mouth when Sena took back control, "No…."

'_But…'_

"I had a bad feeling you'd say that after we watched that one cartoon on that TV when we were sleeping in that alleyway."

'_...Luna liked that doggy that kept us warm...wasn't Master Jubei, but he was still cute…'_

"True…"

"Come on...I know a place that can handle a starving Makoto. You should be no issue for them." Max chuckled.

"The fact they took pride in having too much for Makoto to finish astounds me." Kajun muttered.

* * *

"...why do I feel like I lost a bet?" Ragna muttered, resting on a bench in Undertown, "...nah. I bet she already drove him up the walls."

"I dunno. Grandpa's taken on worse," Ragna looked over to see Ben and Makoto approach.

"...Didn't I bribe you to not come down here?" Ragna asked in a deadpanned-tone, "Because I'm not bailing ya out if Pakmar sees you and blames ya for something..._again._"

"Oh relax. We're just here to indulge Noel and let her buy ingredients to feed Mai." Ben argued.

"We find it best not to deny only one of us eats it." Makoto nodded.

"...I'll bite. What's she making this time?"

"Ramen."

"That's it? I…wait…" Ragna paused, having seen what Noel made before, "...What's in it?"

"Here's the list," Makoto answered, pulling out a sheet of paper from her tail.

"...Thank god I'm not joining you guys," Ragna muttered

"Hey...Upchuck has to finish the leftovers." Ben argued jokingly.

"Mainly since last time we left leftovers, they came alive, and tried to take over the house." Makoto added, "Thank god Jenny and RB stopped it before it could gain sentience and start singing about wanting brains."

"You got that from that one cartoon, didn't you?"

"Maybe."

"But it really did come to life…" Ben admitted.

"Yes...but it didn't sing...if all else failed, I was gonna challenge it to a sing off with me and the girls."

"Oh pl...wait you girls had a band?"

"Yup, and I play a mean drum," Makoto smirked.

"Alright then…"

"Aren't you two going to go get those ingredients or just stand there and flirt with each other?" Ragna asked.

"I don't know...are you _Ever_ going to get a girlfriend?" Makoto argued, shutting him up, "Later Ragna,"

"She shut you up." Ben snorted as they began walking away.

"...Tch. Not my problem," Ragna snorted as he stood up and began to walk off, "Besides...by tomorrow, I bet the brat will…"

* * *

"Hello." Sena bowed greeting Ragna the next day.

"Oh your early." Max noted as he was cooking once more, "I hoped you'd arrive after lunch was finished. But ah well. Food tastes better after you wait for it anyway."

"...Okay. What did you bribe the brat side with?" Ragna bluntly asked.

"Hmm?"

"If this one is out, it means you did something to keep the brat side in control..._somehow_," Ragna stated.

"Son...I'm a Grandfather, I raised two boys who were dumb as sin...and then I practicly raised both Ben and Gwen...and those two had super powers and hated eathother something fierce as kids." Max explained, "Compared to parenthood...saving the world from alien space zombies was much preferable."

"Wait you what?" Ragna blinked.

"Hmm?" Max blinked, "Oh that was just a joke from my first year on the force, kid...truth be told ,the invasion of body snatching techno-organic beings was much worse...ooh boy…"

"..."

"He's been telling us many stories of the many adventures he's had." Sena explained, "Luna is afraid of him now...but at the same time is amazed."

"...I feel he and master would get along...and look for ways to scar teh rookies with whatever demented training methods they can think of," Ragna blutnly admitted before shuddering, "Still remember that time he dropped me in a hole with that pissed-off Liger Beastkin so I can practice my reflexes in tight spaces."

"Oh that sounds like a good one...I just shoved Ben into a hallway filled with enemies...and it kept getting tighter and tighter as he progressed." Max smiled.

* * *

"...why does Rath feel like Ragna just made things worse for Rath?!" Rath shouted, stuck in a narrow-hallway version of the training room...filled with holographic versions of his enemies, "Ah whatever! Rath is gonna tear your arms off and then beat you with your own arms till you go crying home to your Mamma's!"

"Number 32…" Makoto muttered as she mentally wrote that down

"...Makoto what are you doing?" Tsubaki asked.

"Hmm? Oh I started making a mental-list of lines Rath has made with specific words," Makoto answered, "He uses a lot of organ pulling and mamma threats."

"Why do you...why?"

"Well I mean we've seen Rath so much, we just kinda are immune to his stupid." Makoto argued watching Rath repeatedly headbut an enemy construct until it fell over.

"I'm...I'm okay...I'm...fluffy...blarg…"

"Huh...he wore himself out," Makoto blinked as a green flash went off.

"How…was that?" Ben panted as he stood up.

"Hmm...overall that was an A minus at best," Tsubaki answered.

"Huh?!"

"You did well in your current situation, but you still got hit a few times and let a few hostage constructs get injured in the crossfire," Tsubaki stated.

"Wait..there were what?!"

"...B, and starting over until you do better," Tsubaki deadpanned as she pressed a button on the command console.

"Aw come on…!"

"Magister Tennyson told me not to let you stop until you got a Solid A in the simulator."

"Yeesh...could've lightened up on that at least," Makoto cringed, "I mean...an A minus is just as good."

"...You want to join him or no?"

"Training begins now!" Makoto cheered.

"WHAT?!"

"Go for that A, Ben!"

"Ugh...come on…" Ben groaned as the constructs reappeared.

"Hold it!" Max called out as he entered.

"Oh thank go-" Ben began before Ragna stumbled in, "?"

"Got one more to join in on the training," Max smirked as he left, "Good luck."

"...Luna behaved?" Ben guessed.

"Yup...and I lost me bet with the old man…" Ragna groaned, "...Also I think she and the other one imprinted on him."

"Grandpa has that effect." Ben smiled.

"So you literally have the coolest Gramps in the universe." Ragna complained.

"Yeah...you know how in action movies the main character has a different love interest each movie? That was apparently Grandpa's early years."

"Huh...n-" Ragna began before a holographic construct of Psyphon punche him, "...talk later. Right now I wanna beat this copy of pencil neck to vent."

"...Fine,"' Ben shrugged, turning the Omnitrix on before pressing down and becoming Rath, "More for Rath then!"

"Lets go!"

"Wow a room with two macho idiots." Makoto awed sarcastically, "In retrospect, Ragna never should have bet Max...he did deal with a 10 year old super powered Ben after all."

"True," Tsubaki nodded, "But the question is where is she going to stay for now?"

"Again, could always ask Gwen if she could look after her," Makoto suggested, "...Though like Raggy said, she imprinted on Ben's gramps."

"I guess he'll look after her for a while." Tsubaki muttered, _'I mean the safest place she can be is with him...especially if the Incurseans are planning an attack...and that worries me…just what are they planning?'_

* * *

_SZ: And that does it for this chapter...a bit of good ol' comedy fun, and a bit of slice of life thrown in for good measure…but get used to that, because next time...well z0? It your time to shine again…_

_Z0: Hehehehe….AHAHAHAHAHAHA!_

_SZ:...oh god what have I done…?*runs*to the next chapter!_

_Z0: Time for the villains to have some spot light...things are about to get...__**Dark**_


	35. The Cabal

_SZ: *pokes out from behind a bunker* Oh...I knew I shouldn't have said that with Z0….*yelps when an explosion went off*AHH!_

_Z0: Arise Darkness! Arise my ultimate creation! HAHAHAHAHA!_

_SZ: Oh god...Z0's gone full on Demon Lord! *pales when demons began to rise up*...we own nothing aside from original content!_

_GT: We're screwed..._

_Z0: Let the era of villains...Begin! _

* * *

"Ahh...yes another beautiful red day…" Vexus sighed, looking out at a dark-red clouded sky as the ruins of a destroyed town laid before the ruins of a large castle, "You know...I had heard Galaluna was a highly technological world, and yet the moment we arrived, Vilgax...we can to the ruins of it...not that I'm complaining, but would've been nice to at least have some machines to control or rule over."

"Mutrarti are more interested in the...biological field." Vilgax argued, "Which to be fair...it's easier to send a dumb beast on a rampage. At least then all you need to worry about is it getting killed and not turned into a weapon against you."

"...I suppose that is true," Vexus admitted with a nod, "Heh..would love to see Jennifer try and tangle with one of those Mutrati...she'd be in for a rude awakening...by the way, how was that talk you had with that old acquaintance of yours?"

"It was...most beneficial." Vilgax replied, "The rebellion has gone into the defensive since word the Princess of their people is alive. And after they almost got close to his portal device, he has disabled and sealed it away."

"So did he ask you to help with that?"

"Nonsense...he would not be my acquaintance if he needed such a thing. But...like I, he worries the mess those frogs could cause if they come here...or to Earth." Vilgax went on, "So...I bartered a deal with him. In return for an army of Murtari soldiers, and some...gifts. We help one another to dismantle the greater armada of the Incurseans."

"...If that is the case, I am in," Vexus smirked, "The sooner someone knocks those frogs off their high horse, the better. Did you know one of their previous leaders tried to invade Cluster Prime...and soon regretted it when I took control of their entire fleet?"

"They are an annoying pest. When I am done with them, I'll leave just enough for them to barely be considered a species." Vilgax frowned, "But...because they spread like vermin so fast...It might take years to dismantle them with just us alone. Too much time for me to waste on frogs…" he growled, "So I had an...idea."

"...I'm listening," Vexus smirked.

"Tennyson has begun building an army. Why...I don't know. But in a fight between he and I...the results come up the same. Deadlock." Vilgax spoke, "But I always lose to his never ending conclave of sidekicks...I imagine you know what I mean. The moment you have a chance to win...some annoying brat who is friends with them arrives and suddenly...victory is lost?"

"...Don't I know it," Vexus growled, clenching her fist a bit, "Just when I am close to defeating XJ-9, her friends would something to mess up my plan or free her at the last moment...and just after I finally came back from slumber, that brat Ben Tennyson interfered and teamed up with XJ-9 to humiliate me…"

"Indeed." Vilgax spoke, "But that's just it. Now our enemies are not only united...but recruiting more and more of power to join them." he spoke, "I would have had him on the ship...but those annoying little brats took him...they took my victory…"

"Yes...and if I recall right from my time in lock up, I had heard those girls that were with him and XJ-9 had defeated a rogue Cybertronian...and some sort of extremely powerful specter and Ectonurite," Vexus continued, "...as if I want anything to do with the latter, but I can see where you are heading with this...recruit certain individuals that have been defeated by Tennyson and his comrades...and perhaps those he's yet to face."

"I have an idea on a few...notable figures that have given Tennyson as much trouble as I...at least...those that are still alive." Vilgax mused.

"And like that my attention is further caught," Vexus grinned, "How shall we find these individuals and recruit them?"

"Oh trust me...I know my ways…"

* * *

"Grr...I swear I'm going to get back at Tennyson for that trick..." a voice that sounded a lot like Ben, but with a more English/British accent to it growled within a dark room as a figure within a dark room was working on something.

The figure in question appeared to be Ben...only there were a few MAJOR differences. For one, his hair was white while he wore a black and red variant of Ben's outfit. His skin was paler than Ben's and his eyes were a vivid shade of crimson, burning with a hidden anger.

"Use my own plan on me, will you…? Well, this time will be different…" 'Ben' frowned as he tinkered with something...before stopping his free hand from grabbing a handful of chili-fries near him, "No...Resist the urge to eat that filthy, greasy Earth food! I need to focus on recreating my masterpiece...the one that far surpasses Azmuth's."

"Huh...So this is Azmuth's former apprentice. Didn't think that egotistic little frog would have one," a female voice spoke, making 'Ben' tense up as he turned to a pair of figures in the shadows.

"Who is there...and how did you get past my s-?" 'Ben' began before he recognized one of the figures, "...Vilgax."

"Albedo…." Vilgax spoke, looking around the lab as he stepped out of the shadows, "You look..._pathetic_."

"...Blame Tennyson for that," Albedo frowned.

"I'm pretty sure he never forced you to make a stupid mistake like steal a half finished product." Vexus laughed, walking out next, "You're right about him Vilgax."

"He's still smarter than us in terms of pure intelligence." Vilgax argued, "And he's powerful in his own right, once we get the Inhibitor device Azmuth locked on his wrist off."

"...How do I know I can trust you?" Albedo asked, "Last time I helped you, you locked me up...and let Tennyson take my Ultimate Matrix, which I've yet to recreate!"

"True...but then again, you are the one who refused to comply," Vilgax spoke, "And I'm willing to rectify the past mistakes." he held his hand out and put a case down, "All the parts needed to recreate your...Ultimatrix...and then some straight from Techadon."

"...Hmm…" Albedo frowned, walking over and opened the case, "...Everything seems to be in order...hold. Some of these parts are from Galaluna…" he looked at Vilgax, "How were you able to get your hands on these? The planet is currently in the midst of a civil war."

"Oh my dear boy...where do you think we came from?" Vexus countered with a smirk.

"In fact…" Vilgax turned to a figure walking in behind them.

"So...this is your genius, Vilgax?" an aged voice spoke as a tall humanoid alien walked in. His body was hidden behind a large black cloak and most of his face hidden under a large cylindrical hat with an eye in it, "How a Galvan gets himself trapped as another race, I'll never comprehend."

"He's made mistakes...but his worth outweighs those mistakes," Vilgax explained, "I'm sure if you left him in charge of your Mutradi scientists...you'll finally get Warbeasts worth a damn."

"Mutradi?" Albedo repeated, his interest being caught, "Someone actually managed to tame those primal beast?"

"How do you think Galaluna fell?" Vexus asked.

"...Hmm…" Albedo began to ponder this over, "...If you are recruiting me for what I think it is….I accept. After all…" he paused as he looked over at Vexus, "Working alongside the legendary Cluster Queen Vexus shouldn't be complicated."

"Oh? You know of me?"

"More like how you tried to steal Azmuth's creation, The Ascalon," Albedo answered as he closed the case, "But like the old fool he was, he feared that power falling into the 'wrong hands'...No. It depends on those who wield that power and improve on it for their own uses."

"Oh ho? You think quite highly of yourself, don't you?"

"I was once Azmuth's apprentice...but the old fool fired me because he was afraid of my genius," Albedo answered as he grabbed his tools, "And once I team up with you all...I can prove to both him and Tennyson that I am not someone to be trifled with."

"He's eager. That's a good thing."

"Perhaps this time around he won't falter…" Vilgax spoke, "Modula, maybe you can...train him into something resembling a useful soldier."

"Hmm…" Modula muttered as he examined Albedo, "...I'll see what I can do."

"Good…"

* * *

"Hmm…it should be here..." Khyber pondered, looking within an a cave on a planet covered on storm clouds, his new hunting 'hound' digging around, "Wait...stop," he ordered, causing the creature to stop as it backed away from a skull resembling a horned wolf, "Good...there it is. The remains of one of the Galaxy's extinct predators, the Raizinogre…"

The Khyberrian Baskur growled a bit as Khyber put the DNA machine for the Nemetrix against the skull, letting it read it before he lowered down to the beast's neck and inserted the device, letting it scan it as it registered the DNA.

"Now...t-" Khyber began as he stood up, only to hear the Khyberian Baskurr growl at something, "...Hmph. Now what do I owe the pleasure of this meeting...Lord Vilgax of Vilgaxia?"

"You are the huntsmen and his beast who have given Tennyson the greatest challenge...after me that is." Vilgax spoke as he walked in from the shadows.

"Flattery will get you nowhere Lord Vilgax." Khyber spoke standing up.

"Honesty...and I have a...proposition for you Hunter." Vilgax spoke.

"A hunt?" Khyber asked.

"Of sorts…" Vilgax nodded, "But more than that..._Revenge_…"

"Hmm?" Khyber hummed, "You had my interest...but now...you have my attention."

"I am forming a Cabal…" Vilgax explained, "And I need an expert in alien life forms and their weaknesses...as well as hunting down targets of interest...for...elimination," he walked around Khyber, "And...the owner of the Nemetrix. The closest thing to a true replica of the Omnitrix."

"I heard that!"

"Boy be silent," Vilgax growled.

"...I see you have recruited that Galvan with the inferiority complex," Khyber noted.

"Infer-How dare you!"

"Vexus?"

***SMACK!***

"OW!"

"We need a reliable genius who doesn't give away his plans just to gloat…" Vilgax explained.

"Fair enough." Khyber agreed on that point.

"Also the crab works with the frogs. The only reason I'd fetch him...is to complete an aquatic dinner menu for myself with the frogs…" Vilgax added.

"So if I was to join this Cabal of yours, what would I get out of it?" Khyber asked.

"You also want nothing but...revenge on Tennyson and his friends don't you?" he asked, "So close to winning...something even I must give you respect for Hunter…"

"Hm?" Khyber arched an eyebrow.

"But...each and every time...but a step away from victory...and his friends...comrades...family show up, giving Tennyson a second wind...and everything comes crashing and burning around you." Vilgax went on, "I decided to learn while I was imprisoned by Tennyson...and I learned a humbling truth."

"Pray tell Lord Vilgax...what is this humbling truth?" Khyber asked.

"It doesn't matter how strong I become, so long as Tennyson has his comrades at his side...I can never beat him. For I've learned that unlike him...all of us...were alone." Vilgax spoke.

"..." Khyber took a long moment to think of that, "You know...I know this deal might come back to haunt me, and you're probably manipulating me...but the funny thing is...your right."

"I care not for your fates...but I care for victory. All I want is to hold Tennyson's skull in my hands...crushed." Vilgax spoke, "After that...Albedo uses the Omnitrix for his needs...replicates it for me...and you...can keep the ultimate trophy."

"And...the others?"

"Similar goals...vastly different targets." Vilgax explained.

"Well then...how can I in all clear consciousness deny such a good arrangement?" Khyber smiled.

"Excellent…" Vilgax growled with a smirk.

"So what is our next stop?" Albedo asked.

"My home planet. I need to examine something…"

* * *

"Hmph...well now, that was a rude greeting," a figure noted, standing near a pile of unmoving Vilgaxian soldiers.

The figure was a tall, thin man similar in terms of physical appearance. He had narrow eyes which appear as if they are permanently shut, and short green hair which he wore in a bowl cut. His clothing consisted of a white dress suit with two brown belts and a wallet chain, a long black coat with two large golden buckles on it, and a matching black fedora. He also wore steel-toed shoes and a pair of brown fingerless gloves, his hand currently flipping a butterfly knife before slipping it away.

"Honestly I appear in this place for a minute, and next thing I knew? These guys jump me," the figure noted before slipping the knife into his sleeve, "Well least I have Phantom to help me hop from place to place...last arae I was in had some freaky l-"

"_Who...are you_?" a voice demanded with a growl.

"Oh joy. An-" te figure began before dodged a slam aimed right at him, "Missed me~!" he leaned back from a knife thrown at his head, "Oop! Missed the target!" he laughed before flipping through the air, dodging the Khyberian Baskurr's lunge before kicking his leg underneath one of its hindlegs, causing it to trip and run into a building facefirst, "Oop. Poor mutant..dog thing. Well whatever you are, you almost scuffed the suit."

"You...are interesting." Khyber spoke.

"I try…" he moved before cringing as a tentacle wrapped around his neck and lifted and slammed him into the ground.

"You are in my house…" Vilgax's voice began as the tentacle retracted.

"Hmph. Not my fault I appeared here," the man snorted as he stood up, adjusting his tie a little, "I was just roaming around looking for a few certain individuals from my time."

"Speak amalgamation…" Vilgax growled walking forward, "Before I remove your ability to do so...with a rusty eating utensil…"

"...fine. I am looking for these three girls. Makoto Nanaya, Tsubaki Yayoi-aka piece of useless trash-, and Noel Vermillion," the man answered.

"?" Vilgax raised a brow before holding a hand up, making Vexus frown as her eyes stopped glowing, "...continue."

"Yes. You see, they were very naughty for betraying the NOL, the organization I am part of," the man continued, "And for those who betray...much less defy the NOL, the Imperator...or if you're in deep shit by upsetting both…" he paused as he slowly traced a finger across his neck, "Get what I am saying?"

"...And how big is this NOL?"

"Oh we're more or less the world government back in my time," the man answered, "...And judging by your actions and not gutting me right now makes me think you know where they are~"

"...And why should I tell you if I do know?" Vilgax demanded.

"...heh heh heh...well…" the man began before lightly openign one of his eyes, letting _everyone _feel the massive amount of bloodlust coming off of him "I'm not someone you want to fuck with, Cthulu…and when I find those girls...I'm gonna have Vermillion sit and watch as I turn those two friends of hers into raw hamburger...or better yet, beat them to a pulp before dropping them off the side of a _very _high building...on top of a mountain the size of Mt. Fuji."

"You are a scary being…" Vilgax's arm grabbed him and lifted him to eye level, "But I have seen...and eaten _worse_," he growled, "And you are right. I know them...but you are in my house time walker...you are in my kingdom...on my planet...in my section of space. If you think I'm not above killing another god for nothing more than I can...and have...then respect that first. What you want...is protected by who I want dead."

"...Then may I propose an alliance of sorts?" the man asked with a smirk, "And trust me...you'll want my help. I've been through so many time resets, I know every possibility...and every single move the girls know. And if they're protected by someone...I'll leave that to you to end them. Anyone else...well not really. Don't give a shit...so long as I get to spread this truth, I…"

"What truth?"

"The truth everyone should know…._despair_," the man smirked as he fully opened his eyes, revealing them to be slit and snake like, "Yes...making people realize the gods they worship are false. That there isn't a real hero out there to protect anyone at all...a truth of reality...that no matter what you do, you fail...you're a mortal failure that seeks only despair!" he laughed in a maniacal manner, "And I want to see that despair as I slowly and torture whoever I get until they beg for death...only to be denied it soon after~!"

"...Bloody hell," Khyber whispered, surprised to see _anyone _take so much glee in torturing someone and denying them the sweet embrace of death.

"Very well…" Vilgax spoke, "You might be...useful." he leaned forward, "But...the moment you impede my goals...I will devour your soul...or...whatever black mass you have in place of one. And that is no threat..._it's a promise…_"

"Duly noted...and not the first time I've gotten such a threat. Got it from my boss," the man smirked as he was let down.

"Noted...now who are you?"

"Moi? Well I must be formal after all, especially to who I assume is the leader of this planet…" the man smirked, taking his hat off as he bowed in respect, "I am Hazama, Captain of the Intelligence Division of the NOL...but since we're partners, I can tell you my real name..." he looked up, a near-insane and bloodthirsty glint in his eye, "Yuuki...Terumi."

"Then I welcome you…"

* * *

"No no. I assure you, the security system is in top order," Vlad assured, talking over his phone as he walked through his lab, "Yes I know I put in top dollar for it, but you shouldn't be...oh come now. Don't bring in the 'ghost boy' excuse. I hired you f-" a red wisp of mist escaped his mouth, "...I'll have to call you back," he frowned, hanging his phone up as he transformed into his Ghost form, "Okay...so who do I owe the pleasure of this surprise visit?"

"Oh wow he did sense me...wait does that make me half dead?" at that a loud smack was heard, "Oh you suck, Modula…"

"Vlad Masters, right?" a voice spoke as the Galalunian traitor walked out of Vlad's personal study.

"...Depends. Who is asking?" Vlad asked back, keeping a calm collected appearance...while at the same time standing ready for whatever might happen.

"To you, no one of importance. To the galaxy, I am known as Modula…" he introduced, "What you sensed was a member of...well member is a stretch...Vilgax calls him a dog on a leash…" he looked at Terumi, "I was asked to meet you for a business proposition...my fellow business partner figures you'd feel more at ease seeing humanoid life forms."

"...well you'd be right about that, Mr. Modula," Vlad admitted, "And forgive me for my rudeness, but the last time I made a business proposal with someone, they backstabbed me in a way by withholding some rather important info."

"Then allow me to be to the point, my good sir." Modula smiled, "This planet is hiding a lot of powerful brats me and my associates...want dead."

"Wow that was blunt." Terumi spoke only to get punched down the hall, "Bitch...!"

"...I know about these powerful individuals...two of which I've had the displeasure of encountering, and one plan backfiring when the former had turned into Ectonurite met someone I do not want to be associated with no longer," Vlad admitted.

"And would that individual be known as Ben Tennyson?"

"Yes...and he teamed up with...well I want to say my arch nemesis Danny Phantom, but that makes me sound petty, making a teenager my arch enemy," Vlad answered.

"Get in line…" Terumi spoke, "I mean...I now know like three intergalactic warlords with that same problem."

Modula looked at Terumi.

"Ah ah I get it…" he groaned, taking a step back and flipping himself over to land on his back.

"Hm...yes...you could say we do share that issue." Modula admitted, "In my case, it's an alien princess and her two guards hiding here on Earth. 'Till I kill her...her father and the rebellion keep bothering me so."

"Ahh...honestly what is with the youth these days?" Vlad asked with a sigh, "You put so much hard work into your plans, only for them to mess it up."

"Oh don't we know it." Modula sighed as he slapped Terumi before he could reply.

"Ah...how does that hurt so much!?"

"So...what do you propose then?" Vlad asked.

"Have you ever considered joining a...Cabal?" Modula smiled.

"And my benefits?" Vlad asked simply.

"Dracula is a smart man." Terumi noted.

"Well my friend only wants Tennyson's head on a mantle. This one wants to...I don't know...ruin fashion?"

"Oh you suck." Terumi 'pouted'.

"Mmhmm…" Modula nodded, "But...well besides your annoying brat who can't die, we don't really want the Earth. You're free to keep it." he smirked.

"Hmm...having the Earth for my own does sound rather nice," Vlad admitted, "...and I would love nothing more than to see young Daniel looking up at me while he's bruised and beaten on the floor..._especially _his father."

"So do we have a deal?"

"Yes...on one condetion," Vlad began as he stepped up to him, "Danny Phan...no. Danny Fenton is mine and mine alone. Other than that...I will comply with your Cabal."

"Wonderful." Modula smiled, "Then come meet your fellow partners." he snapped his finger as a portal opened for them to walk through.

"Very well then…" Vlad nodded, placing his hands behind his back as he followed Modula and Terumi into the portal.

* * *

Vilgax grumbled as he walked around his palace. He had sent his partners to scour the cosmos for more members to their Cabal. But he questioned the use of many. He had Albedo however be useful and provide improvements to things such as the Nemetrix as well as the weapons to their forces.

"I'm back~" Vexus called as she walked in through a rather large portal, "Sorry for being late. The possible partner...er, partners were being a rather bit difficult...until I brought up something interesting."

"You left for Cybertron, and c-"

"And left for Messatine," Vexus stated, "Gotten some rather useful info after messing with this one Autobot...and got enough info I needed from him."

"...Such as…?"

"Like the name of the Autobot who defeated Lord Megatron," a suave and deep voice called out as a large figure was seen walking through the portal.

The first thing to strike one's attention was this Cybertronian's face...his helmet was black...but his face was the Decepticon symbol forged of purple metal. Two red eyes peered out. He was tall, a powerful built cybertronian, his armor was black and purple with a second Golden Decepticon insignia in his chest. Gunmetal tank treads decorated his shoulders like epaulets and dangled down his shoulders like capes. As was the case with all Decepticons, he had powerful weapons grafted as part of his permanent anatomy, in his case two large beam cannons attached to his right arm, and a hard point attached twin barrel turret on his left arm, with two smaller guns extending up over his clavicle section.

"Greetings, Lord Vilgax of Vilgaxia." the Decepticon bowed respectfully, "My name...is Tarn."

"The Decepticon boogeyman of the fabled DJD…?" Vilgax's eyes widened.

"I know right?" Vexus swooned.

"It is my honor to meet with one whom even my Lord and Master Megatron had respect for," he went on, "I hear you are, forming an alliance to attack the cesspool mud clod that is Earth. Hmmhmmhm….I would love to help you burn down anything that stands on it...just as long as you allow me to find the one known as Optimus Prime and present his harvested..._functioning spark _to Lord Megatron." he held up his clawed hand before closing them suddenly causing sparks to fly, "As for any other Cybertronians on that rock...oh I have..._words_, for them."

"...Well...who am I to say no?" Vilgax replied in dark glee as he stood up, "Welcome to our Cabal, Tarn."

"I hope you don't mind...I brought my team." he spoke as several more figures walked in, "What can I say, we love working together."

"Of course...anything to help increase our ranks," Vilgax nodded before looking at Vexus, "Excellent job, Vexus."

"Of course. Anyone who serves someone as intimidating as this Megatron fellow is a perfect addition for our little group," Vexus admitted before fanning herself a bit, "Wish I had met Megatron personally. If I were much younger, I'd side with him in a heartbeat. Plus I imagine he'd be o-"

"We're back~!" Terumi's voice echoed through the halls as another portal opened up, letting him, Modula and Vlad walk in, "sorry we're late. Had to make sure...ooh~ Big company."

"Ignore the fool," Vilgax spoke.

"Ahh bitch…" Terumi 'winced'.

"...Well. A bit taken back by your fellow business partners Modula, but nothing I am not used to," Vlad admitted once he saw the others, "I mean..I've dealt with other ghost within the Ghost Realm...though most of them are borderline idiots at times...minus the Fright Knight of course."

"You'll find yourself in the company of much...greater minds here." Modula smiled.

"Fascinating life forms indeed." Tarn laughed, "Gentleman...lady." he winked at Vexus, "I do hope we have a wonderful time together."

"Oh...we will," Vilgax spoke with a growl just as Albedo walked back in with Khyber.

"Okay...I am a bit impressed that crab Psychobos managed to make something like that, but with the improvements I gave that Nemetrix-which is a rather unfitting name I will admit-will give your beast th-" Albedo began before he noticed Tarn, "...You got a Cybertronian to join you...and one of the most dangerous ones at that...how?"

"Thank me for that, boy," Vexus spoke as she walked over to Terumi...before smacking him upside the head.

"Ow~ What was that for?" Terumi asked.

"For ruining my daydream," Vexus growled.

"Gah bitch…" he cried, "Why is it I finally meet like minded people and become the butt monkey?"

"What is a monkey?" Tarn asked.

"Him." Vexus pointed at Albedo.

"Greetings monkey." Tarn joked.

"I'd argue but I fear you'd crush me."

"Smart monkey." Tarn laughed.

"Well this is a rather interesting group," Vlad noted before looking at Terumi, "Also tell that specter with you to stop staring at me. It's rather creepy to be honest."

"Oh? You can see her?" Terumi asked with a smirk before Vilgax growled out, earning his attention.

"What specter?" Vilgax asked with a growl, his eyes glowing red a bit.

"My...I wanna say partner, but she's more or less my slave since I was the one who killed her and dragged her soul from a place known as the Boundary," Terumi explained before snapping his fingers, causing a figure resembling a cloaked witch to appear, though nobody could see their face, "Gentlemen...and lady, meet Phantom...otherwise known as my time's foremost greatest female sorceress."

"...So you even manipulate the dead to your whims," Khyber noted with a light frown.

"Eeyup. Not like any of you wouldn't pass up the chance," Terumi quipped, "I mean if you had the ability to manipulate someone and mess with their memories, you'd probably do it in a heartbeat."

"He's not wrong/I somewhat have/Hmm I have dreams of that/Brilliant/I don't care." they all rambled at the same time.

"Enough talk…" Vilgax spoke as he stood up, "Now then..you all know why we are gathered here together, but right now there is an obstacle in our way at the moment...those filthy Incursean frogs."

"And from what we've gathered, they're attempting to attack Earth," Vexus added, "They're even bringing their entire armada too."

"Just for one planet? Heh...overkill much?" Terumi asked, "But...we more or less called dibs on Earth first, so…" he pulled out one of his butterfly knives, "Why don't we serve up some frog legs~?"

"We shall. But...I want to ensure their defeat...utterly destroys them." Vilgax spoke.

"...Not the first army I've taken on, but if I can guess...we destroy half of their Armada?" Vlad guessed, mentally unsure whether this alliance was good or not...as long as he got the chance to defeat Danny of course.

"Good..you're catching on," Modula noted.

"Then you let them think they've bested Earth?" Vexus asked.

"In their pride...they won't kill their champions," Tarn spoke, "Thinking exile will hurt more...hahahaha…" he laughed, "Always kill the prey."

"Exactly." Vilgax laughed, "But...I have another...figure to recruit." he walked off, "Albedo...open the Null void."

"...Are you sure?" Albedo asked, only to flinch at the glare Vilgax gave, "...Fair enough. I will open it for you."

"Good boy…"

* * *

Empty...nothingness...rocks and horrifying beast. These are what consist of the Null Void, a place meant to house the most dangerous beings within the multiverse...well for the worlds that could access it and leave their villains there. Vilgax grunted walking into the desolate prison dimension. He wore a cloak meant to protect him from the elements. Khyber and Terumi stood at his side as the portal remained open.

"Guard the gate...I shouldn't be long." Vilgax growled walking out, "If anything comes near you...kill it."

"What if it's a person?" Terumi asked.

"..."

"Kill em?"

"..." Vilgax just walked away.

"I'mma kill em…"

"Were you never hugged as a child?" Khyber deadpanned at Terumi.

"Were you?" Terumi countered.

"Grr…"

"Shuttin' up," Terumi chuckled.

Vilgax walked out looking at a scanner in his hand. He looked up and found a derelict Plumber space outpost put in the Null Void as the 'Guards' of the place. He knew it was also used as a hideout for a splinter cell not even the Tennysons knew existed. Or rather...was…

The door exploded as Vilgax marched in. He walked forward as the defenses activated and began shooting at him. He literally ignored the bombardment of laser fire as it burned away his cloak. He popped his neck as he reached another door and punched it down. Three figures turned to him as he marched in.

"You have something...I. Want." Vilgax said slowly before holding his arm to block a radiation beam, "Death it is…" he rushed forward and grabbed the head of the one who fired. He lifted him up before slamming him down with enough force to cause the floor to dent down like a crater. Vilgax applied more and more pressure until an explosion went off in his hand, "Hmm...no splatter...disappointing…" he sighed.

Vilgax turned and fired his own beams to counter two red beams aimed at his head. A flying female Plumber gasped at that. Vilgax extended his tentacles out and grabbed her by her leg before slamming her down hard into the ground. He swung her to the right and into a wall, the sound of bones shattering filled the air as he let her drop.

"Now...y-" Vilgax began before the final figure's eyes glowed.

"Whatever you are searching for isn't here...in fact, you came to remind yourself that you serve me…" a Plumber Agent with a rather...large head stated, "Oh...I see..you will take me to this Cabal of yours..and let me remind them who is in ch-" he gagged when Vilgax grabbed him by his neck.

"You dare invade the mind of Vilgax!?" he snapped, "You primitive human filth!" he lifted him up and brought him to eye level, "I should obliterate you were you stand...but...on second thought...you seem part...Cerebrocrustacean...and Vilgax..._hungers_…" his facial tentacles lifted up and began wrapping around his head.

The Plumber gagged out as the tentacles began to enter every orifice...through his nose, hsi ears..his mouth...it was beginning to get harder and harder to breathe, his oxygen being cut off. Then with a resounding SNAP…the Plumber fell limped as what remained within Vilgax' tentacles...was his lifeless body.

"Piece of pathetic filth…" Vilgax snorted, tossing the body away like it was trash, "I killed the help...again...ugh." he sighed as he walked on his own to a computer, "There it is...the thing Tennyson brought back from another world."

**=...Figure identified..not registered as Rooter…= **a voice spoke from the computer

"Insolent Earth made…" Vilgax grumbled as he punched the ground and opened a hole to a room that stored multiple items, "Now where is it…?" he growled out, looking around before seeing a large container, lasers aimed right at it, "...There…" he walked over and swung his hand into the container before ripping out a black sphere, "Success…"

* * *

"It's a ball…" Terumi raised a brow, looking at it. "This thing is useful...hng...grr...okay what the hell?!"

"It's a mass of nanite robots compressed into a sphere...which is as dense as a collapsed star." Vilgax explained.

"And you just carried that here?!"

"Hmm-hmm." Vilgax replied simply, "Albedo!"

"Yes?"

"Wake it up." he ordered.

"...fine," Albedo muttered as he took the orb, "Do not blame me when it takes over all of our technology and integrate it into its systems."

"Just do it…"

"...Ugh. fine," Albedo sighed as he walked off.

"Your snippy…" Terumi spoke,, making Vilgax turn to stare at him.

"I can still eat you…" Vilgax reminded him as he walked off.

"Fine fine. Shutting up," Terumi sighed, "Though I do have to ask..who're gonna be your tenth member?"

"Uncertain…" he replied, "As it stands we are strong enough...but...call it...a sense of romance...and irony."

"Ah...An even number then," Terumi noted, "Well...while Vlady boy wasn't looking, I looked into his computer, and hoo hoo boy. There are a _ton_ of villains on Earth...ones we could potentially use. Shame that Argost guy is dead. He'd make a wonderful addition to the group."

"Grr…"

"...What if I were to also tell you there was someone that could control the dead?" Terumi offered quickly, making Vilgax stop.

"...Explain," he asked carefully. If the evil overlord knew one thing...it was that Earth produced the strangest beings in the cosmos.

* * *

"Oi, Django?! Where are you?!" a voice shouted from outside a large, Mexican-like building, various skeletons wearing old, worn bandito-like uniforms surrounding it, "Ai dios mio...What am I going to do with him?"

Sitting underneath a shrine of sorts was a living female skeleton...if the red-lipstick and long eyelashes weren't obvious enough. They seemed to wear a red and black spangled dress with red around the hem and trimming with a red and black sombrero on their head, small skeleton heads decorating the rim of it. Their clawed fingers were currently adjusting the seven stings of a golden guitar with a skull and crossbones on it.

"I try to be a good grandmother to him and teach him the family business, and what does he do? He uses _my _guitar to play that...ugh. Rock music," the skeleton rambled with a groan, "Ugh...At least it's not that hippity hoppity rap or…" she paused as she shuddered "..._Grunge_…" she resumed her tuning while grumbling, "I have half a mind to send him to mi papi for a week in the Land of the Forgotten…" she paused her tuning, "Well...You're an unusual presence. _Both_ of you."

"Guess I can't hide that from a lady who's already dead," Terumi noted, leaning against a nearby pillar as Phantom floated nearby.

"You have some pretty big bolas to come here," she noted as she finished tuning and turned to them, "Especially the bruja with you."

"Oh no no no, senora. We're not here to harm you or anything," Terumi assured, "In fact...I have a business proposal for you."

"If it is about taking over the Land of the Dead, I want no part of that," she replied immediately.

"Oh no no. Let's just say I am part of a group that wants one...nay. Two things...revenge on those that have beaten us-well mostly my partners since a majority of them have problems with teen heroes and all that-and..." Terumi paused before grinning a bit, letting out some major bloodlust, "...to show the universe not to fuck with us, Senora Sartana of the Dead."

"...I'm listening," Sartana mused, her red eyes glowing a bit stronger than normal.

"Excellent," Terumi smirked, walking over as he began to pace around, "You see...There are these space frogs known as the Incurseans, and it seems they're planning on targeting Earth with their entire armada. What the leader of our little group intends to do is have us destroy half the fleet. Doesn't sound threatening I know, but...think of it like this…" he paused in his pacing as he looked at her, "These little heroes on Earth, thinking they took out the Incurseans, will have that false sense of hope...because once we arrive and reveal that little tidbit...Oh the utter look of realization and despair will be brilliant~!"

"Oh, I enjoy that look on foolish heroes," Sartana chuckled, "And Incursean...Incursean...Oi! Get in here, hombre!" she strummed her guitar and a skeletal Incursean entered, still in ruined uniform, "Appeared one day when I was calling on forces from the afterlife." she looked at the frog skeleton, "What's this about an invasion of Earth?"

"Due to the recent expansion of space travel allowing one to connect to other galaxies, Earth had become the ideal location to connect to several galaxies on this side of the Milky Way," the skeleton Incursean informed, a dull glow in his eye sockets, "By taking it over, the Incursean race could use it as a primary station to begin universal conquering."

"...And what will happen to the heroes of Earth?"

"Before my demise, my lord explained that after Ben Tennyson is banished, we will gather as many of the planet's heroes and, much like with him, banished them from the galaxy."

"..."

"...Aye. Seems rather stupid with it potentially backfiring on them," Sartana agreed with Phantom before looking back at the Incursean skeleton, "What else?"

"I do not know...my lord informed me of a plan that Ben Tennyson would not be able to beat, but I died before I could find that out."

"Oh ho. Ominous~" Terumi noted with a smirk before looking back at Sartana, "So what do you say? Will you join us in putting these little uppity frogs in their place, or no?"

"But of course," Sartana replied.

"Perfect…" Terumi grinned as a portal opened, "Then let's go meet the others. The fun's about to begin~!"

* * *

"Well...we did it, boys," Milleous spoke, sitting in his throne as he held a microphone in hand, "Everything is all set...for the conquest of Earth!" he declared, earning a resounding cheer from every single Incursean piloting his entire fleet of ships, "Thank youse...thank youse."

"Whoo whoo!"

"Hey hey, Vinnie. How's about bringin' it down a notch?"

"Whoo…"

"Dat's more like it," Milleous noted before clearing his throat, "Now den, thanks to my daughter Attea and da crab we...ahem. 'Liberated' from prison, we have everything set to not just take over Earth, but beat dat little snot Ben Tennyson once and fer all. Den once he and pretty much every single opposing force is taken care of...we start paving over cities and rebuild."

"Like Paris?" one Incursean asked.

"Gone."

"Italy."

"Toppled to the ground."

"New Orleans?"

"Do not touch it," Milleous ordered, "Dat dere's prime real estate dere."

"Oh oh! What about Brooklyn, boss?!"

"...Play it safe…" he replied.

"Got it boss."

"Now den...while we may have hit a few bumps on da road, da good doctor has provided us a means to achieve victory," Milleous continued, "And we have my daughter Attea in managing to retrieve the means to do it...Super Concentrated Amber Ogia. Now before you ask 'but boss. Da sample dey got back was small and not enough to conquer Earth wit' it.' Now whose to say we're using it on de Earthlings?"

"Eh?"

"Yeah...da good doc h-" Milleous began before an explosion occurred outside, "?! Status report!"

=Boss! We're under attack...and Vilgax is leading it!= a Incursean freaked from the ships communicator.

"What?! A war with Vilgax and his troops?! Now of all times?!" Milleous snapped after a second a cry of pain could be heard on the other side.

=Oh shit was he...dang it he already called= Terumi's voice sighed =Damn it...now I gotta kill him…oh well. Been wanting to kill for some tiem now=

"...Dat didn't sound like no Viglaxian," Milleous noted before Attea ran in, panting.

"D...daddy, dey got Cybertronians with dem..._Decepticon _Cybertronians!" Attea exclaimed

"WHAT?!" he snapped as he ran to a monitor to see the Cybertronians ripping apart war tanks and vehicles.

"That's...Sir...those golden symbols...those ain't no normal Cons...they the DJD!" a commander panicked.

"What...no...we ain't done nothing to the Cons to get on their list…!" Milleous panicked.

"Dats not all daddy….we got fribbiting Mutrati attackin' us too!" Attea added in panic.

"..Attea, I love ya...but don't you freakin' joke about dat!"

"She's right, boss! We're bein' attacked by Mutrati!" an Incursean officer shouted from a console, "And we just lost a ship to a bunch of...ghosts and skeletons? Da fribbit?"

"Okay forget it...we gettin the fribbit out of here and beginning the invasion of Earth!" Milleous ordered.

"But...what ab-"

"We'll leave half da fleet here!" Milleous snapped, "No way am I losing dis chance! ..." he turned his comm on, "Psychobos, don't you dare."

=Dare what?= Psychobos asked

"You know what! We can't afford to lose _one _of them! You release even one, I'm having crab cakes fer dinner tonight!"

=...D'oh fine….your loss then=

"Ugh…"

* * *

"D...dis ain't real right?!" an Incursean freaked, trying to fire at a hoard of skeletons, "We're bein' attacked by fribbitin' zombies?!"

"Technically zombies a...oh why should I bother explaining?" Vlad asked before firing an energy blast, sending a group of soldiers flying while destroying a console.

"Gyahahaha! That's right, you little ranas! Dance! Dance for me!" Sartana cackled, strumming her guitar as she let out soundwaves that knocked over more Incurseans.

"Hm...I prefer a different kinda music to do my work to...but this is fine too." Terumi smiled as he dashed past several soldiers letting them drop to the ground, "My accompaniment makes it better I say."

"Hm…" Modula muttered as he raised his hand and punched an Incursean sending him flying, he spun around and kicked another before landing a barrage of punches to a larger muscular one, making it fall over in pain. He stopped and grabbed the hand of a final soldier, "Brave…" he smiled as the eye on his hat opened, "They are the first to go." at that cries of pain could be heard from the poor Incursean.

"...Holy shit that was brutal," Terumi noted, "...I love it!"

"A bit brutal, but it got the job done," Vlad noted with a light cringe as he walked up to a console, "Hmm…"

"Lookin' to explode it, Vladdy?" Terumi asked.

"First of all; It's 'Vlad'..." Vlad corrected with an annoyed growl, "Second no. We can possibly use-if not improve- on the Incursean's technology by taking this ship back with us."

"Fine with me. More minions for me to control," Sartana shrugged, looking at the unconscious and-most likely- dead bodies strewn about the ship.

"..." Phantom just floated nearby, standing near an incinerated pile of Incursean soldiers.

"Si, but they have their uses."

"Oh look at that, Phantom. You made a friend aside from Vixxy," Terumi noted.

=I heard that, idiot= Vexus spoke from a communicator =Also don't mind me...me and the boys are just having a blast out here=

* * *

"Decepticons, seek and destroy!" Tarn ordered, destroying an Incursean Tank with a stomp, "Do not give them no quarter!"

His companions in the DJD went to work, using their size, strength, and fire power to overwhelm the Incersean's weapons. One tank attempted to fire on one...only for it to turn around and aim at them. As it fired on the Incurseans, Vexus' laugh filled the air as she floated down on top of the tank.

"Oh you foolish amphibians...you'd think you'd learn to make your machines not hackable," Vexus smirked.

"They are an invasive life form, my friend," Tarn spoke, "All they know how to do without screwing it up is spread like rust," he spoke, picking up the remains of a tank and tossing it like a baseball, striking a ship and making it lose control, "And I really..._really_ don't like rust…" he aimed and began shooting with his twin blasters.

"Well that we can agree on," Vexus nodded, her eyes glowing before she fired a pair of lasers at some Incurseans soldiers, sending them flying and into the walls, "Then again, it's a matter of perspective, really."

A Slender build Decepticon with a full face mask spoke to Tarn in an odd language, "Hmm...war ships, you say?" he asked as it spoke to him more, "Well now...That just won't do. No it won't." he walked forward and looked up at one of their ships as it aimed at them, he lifted his head and began to...whistle. The ship suddenly stopped moving and began exploding all over...before it split in half and fell to the ground falling on another armada of tanks, "Oh...How unfortunate...I wanted it to land on the barracks…"

"...Brutal," Vexus whispered, "...Not bad at all."

"Hmm...yes I know you can't torture organics...well what do you want me to do?" Tarn kept speaking with his fellow Decepticon.

* * *

"No...no please…" a badly bleeding and injured Incursean gasped out, Khyber's daggers embedded in him as he tried to crawl away before Vilgax grabbed him, "H...have mercy…"

"Mercy?" Vilgax asked, "Has Vilgax ever been known to show..._mercy?"_

***CRUNCH!***

"You wouldn't know…" Vilgax growled as he let the body drop to the floor, "Albedo...report."

=So far, you and the rest have taken out about 50% of the Incurseans' fleet...though it seems Vlad wants to keep one ship for possible use= Albedo answered from a communicator.

"We could use its communications system to spy upon them…" Vilgax spoke, "Wait for their failure...and strike the survivors."

=Of course...and it gives me time to figure out what that foolish crab Psychobos is planning= Albedo added.

"Good," Vilgax noted before his left arm became tentacles and grabbed an Incursean that had pretended to play dead and had tried to quietly flee.

***SNAP!***

"Then in that case, we have what we need…." Vilgax spoke, "Now...for what _he_ needs." he mused, holding up a canister with something red inside, "Alpha...a whole world...all for you to feed on and grow." he crushed the canister, letting a red cloud fly out, "Let it be my gift to you for your logical reasoning...and offering your power to us."

The cloud floated over to some machinery and metal before it began to dissolve, as if the metal was being absorbed by the red cloud. More machines and metal began to 'melt' as the cloud began to take on a more humanoid appearance. Limbs then grew from the torso as a head began to rise up, a pair of pupiless eyes forming as wisp of 'flames' floated from its head.

"**...I thank you for providing me the means of obtaining a new body…" **the being spoke, looking at one of its clawed hands before looking over at Vilgax, **"But...what is stopping me from taking over your empire and planet?"**

"Because...I can send you back to the Null Void whenever I wish…" Vilgax replied, his eyes glowing red as he glared at the figure.

"**Hm...your logic is sound."**

"Besides I have a feeling...you too want revenge on Ben Tennyson," Vilgax spoke, "And the other who ruined your plans. With access to alien technology...your dreams of a body will come true. One even better than what Earth could offer."

"**Hmm...Once more, your logic is sound. The previous body I inhabited while in that 'Null Void' as you have designated it lasted me several months while most barely handle a few hours."**

"Good...then we have reached an understanding," Vilgax noted.

* * *

"Welp, I had a blast," Terumi chuckled as he and the other groups returned to Galaluna, "Who had fun? I certainly did! ...Now, who's up for some fresh boiled eggs~?"

"I was born from an egg," Albedo deadpanned.

"I mean bird eggs," Terumi clarified, "So much better...especially after they've boiled long enough in the bathtub after a long day."

"...I...do not want to know," Vlad muttered at that.

"Seeing an organic eat...is not on my bucket list," Tarn spoke, walking ahead, "I must report the day's events. I shall return when I finish." he explained as a portal opened for him and his companions.

"Yes...today's hunt was rather thrilling…" Khyber admitted, his pet currently chewing on an Incursean leg, "Even if it wasn't the head of their leader, hurting a majority of his followers will make due…"

"...You all enjoy your little...after party...I need to go examine the files on the ship we recovered," Albedo muttered as he walked off.

"And I must be off to check on my grandson. I feel he has either broken his Mystic Guitar himself or someone else destroyed it...yet again," Sartana sighed in annoyance before playing a tune on her guitar before vanishing in a burst of flames.

"And I need to head home and prepare for a meeting...before I get a surprise visit from a certain someone," Vlad groaned.

"That ghost boy enemy of yours, Vladdy?" Terumi asked.

"No...his father," Vlad muttered in annoyance before leaving through a portal.

"I sense something stupid there…" Terumi noted.

"He's human." Vilgax replied.

"Ahh...Comment retracted then," Terumi nodded, _'Man...This is quite insane, even for me. So many new paths...so many ways things can go...oh, the despair that'll come soon enough. Hope those kiddies are ready for me and these folks...because if they're not, it's not gonna be fun for me one. stinkin'. _bit_.'_

* * *

"...Report," Milleous sighed.

"ETA to Earth estimated at seventy-nine hours, Boss," an Incursean informed.

"How many troops do we have left?"

"We've lost half the fleet. One ship attempted to self-destruct in an attempt to go out with glory for the empire...but it was overrode by a technopath based off of our last communication with them before it was terminated."

"...Gah...Fribbit," Milleous growled out before turning his throne's communicator on, "Psychobos, those test subjects of yers done yet? I risked my entire fleet just so you didn't have to use one."

=Of course, sire….they're ready at your b-b-b-beck and call= Psychobos answered.

"...Anythin' left of the juice?"

=Enough for _that one_ that's currently sedated=

"Good. If'n those test subjects of yours fail, gas 'em and set 'em loose on Tennyson," Milleous ordered.

=Of course…I eagerly await the d-d-d-day I prove my creations far surpass Azmuth's feeble-and I use the term loosely-and pathetic creations=

"Just keep th' ego in check, Crabby," Attea ordered before looking at her father, "So where are we attackin' first, daddy? ...Oh please tell me it's where I think it is."

"Of course it is, my sweet tadpole," Mileous nodded before looking out at the screen, putting his fingertips together as a grin grew on his face, "Because once we take that place over...da rest of Earth will fall like a ton of bricks."

"Of course, daddy."

"Yes...men, prepare yerselves!" Mileous ordered as the Incurseans saluted, "Our first stop once we get t' Earth...Bellwood!"

* * *

_SZ:...*lightly pokes head out*well...Z0 went nuts kinda...but if you've been reading up to this point...you know what two parter is coming next, guys._

_GT: *strong Irish accent* Cry 'avahc and let slep de dahgs o' war! *drops accent* Err...I mean 'frogs o' war.'_

_SZ: Yup, but altered in someways! So prepare for action, drama, revelations, confessions...and something so big we can't share it here!_

_GT: 'Till then...Please Read and Review!_


	36. Frogs of War pt 1

_SZ: *frowns while putting some army gear on, standing with GT and Z0 before an army of Rabbids and Minions*Gentlemen..it is time...for WAR~!_

_Rabbids and Minions: *cheer loudly, holding up weapons and toilet plungers*_

_GT: Many of you...are indestructible. So you shall survive!_

_Rabbids and Minions: *more cheers*_

_GT: You shall be our shields!_

_Rabbids and Minions: *cheers putter out in confusion*_

_GT: And you shall receive your weight in bananas and pretzels for each time you save us from a fatal hit!_

_Rabbids and Minions: *cheer wildly*_

_Z0: I am just gonna...go fight now…*leaves via Instant Transmission* _

_SZ: Also we don't own anything aside from original content, so guys...TO WAR~!_

_Rabbids and Minions*cheer on as they all ran out...with Monokuma sitting in a chair drinking a martini*_

_Monokuma: What? You think I'm gonna risk my ass to fight some space frogs? Pfft! Please…*unaware of a grenade falling into his martini glass*As If I...wait. What smells like gunpowder…*sees the grenade*...OH SHI-!_

_***BOOM!***_

* * *

"Yeesh...What's with this traffic?" Ben asked, a look of boredom on his face as he tapped the Omnitrix a few times as Rook's Proto-TRUK was stuck in the middle of traffic.

"No kidding. We've been here for an hour now," Makoto agreed, just as bored as he was, "What's keeping them so long?!"

"Be patient, you two," Tsubaki sighed, "It could be some road work ahead." she then put a hand between Ben's finger and the Omnitrix, "And stop messing with that. You might trigger its Randomizer."

"Rand-what?" Makoto and Ben asked.

"...Did you _not_ read the manual like Magister Tennyson said to?!" Tsubaki demanded.

"Well…"

"Oh for…!" Tsubaki facepalmed.

"...Perhaps we can find something else to do that is less...stressful," Rook offered, "Like perhaps 'I Spy' or something."

"Gee...sounds fun," Makoto muttered.

"Makoto…"

"...Okay fine… Makoto sighed, "Ladies first...I Spy with my eye…" she began as she poked her head out from the back seat...her eyes widening as she looked ahead, "The road up ahead rising up like a balloon!"

"Now that is too obvious, Makoto," Rook scolded before looking ahead, "Oh my. The road is rising up."

"...Hey, isn't that where the empty lot in Undertown is under?" Ben asked, trying to remember the layout of the town beneath Bellwood right.

"It is," Tsubaki answered.

"..."

"..."

"..."

"...OH GEEZ!" the four exclaimed upon realization, quickly getting out just as the road burst open, letting out a large alien octopus as the people began to freak out...before it began to fly away, along with various alien ships.

"What the..?! What's going on?!" Makoto gawked before they noticed one ship being slower than the others.

"Uh hey!" Ben shouted, getting the pilot's attention, "The heck's going on?!"

"The Incurseans! The Incurseans are coming to Earth to claim it!" he freaked, "And if you had any sense, you'd flee too! Nowhere is safe!"

"...Think that sounds legit?" Ben asked his team.

"It does...wait…" Tsubaki paused as she began to process this, "What if...no no...then….of course…" her eyes soon widened, "They were preparing to invade Earth from the beginning."

"Huh?"

"The illegal weapons Vulcanus was providing them, their attack on Revonnah...What the Incursean Princess said to you Ben…" Tsubaki listed off, "It's leading to an invasion..and if they win, then the universe is lost…"

"Ain't that extreme?" Makoto asked.

"No, it is not," Rook replied, pulling out his badge and displaying a map of the Milky Way Galaxy, "With recent innovations of a joint research project by multiple alien races, travel between galaxies has become easier and, based on the known galaxies with life in them noted so far, Earth is located in an ideal location for intergalactic travel."

"And if the Incurseans take Earth…" Tsubaki continued as the image for Earth turned red...followed by every other planet until each galaxy was the same color, "...They'll have a means to conquer the whole universe before anyone can get a chance to counter attack."

"Yeah, we can talk more later," Makoto noted, "Because you may wanna go Diamondhead, Ben, and…" she pointed at the hole as cracks began to form, "...stabilize the hole before it widens!"

"Already o-" Ben began before the ground shook once more, causing the hole to start to get bigger as more ships began to fly out...letting the humans look down and see Undertown, "...Uh-oh."

"BEN!" Ragna snapped as he looked up from the hole, "THE HELL'S GOING…?!"

"AHH! ALIENS ARE LIVING AMONG US!" a female cop freaked.

"...Is this your first day in Bellwood, officer?" Makoto asked.

"Huh? Uh...um...Yes."

"Did you think when they said 'aliens' live here, they meant 'illegal immigrants?'"

"...Maybe…"

"Oh brother…" Makoto sighed.

"GAH! Squirrel Girl!"

"And there's the delayed reaction," Makoto grumbled.

"How did no one tell us about this?!" another human exclaimed.

"Harangue was right! Ben 10 is making an army to keep us in check!" another shouted.

"He's no hero! He really is a menace!"

"...We may need to get out of here and head back to HQ," Tsubaki whispered to Ben and the others as the crowd started to shout out of fear and anger.

"Agreed…"

* * *

"Go! Go! Go!"

"This is not a drill! I repeat; this is not a drill!" a Plumber officer shouted as others quickly began to take stations, prep weapons, and pack supplies.

"It looks like the rumors are true," Max frowned as he looked at a screen, displaying numerous pink dots surrounding Earth, "An Armada of Incursean Super Destroyers is on a direct course for Earth."

"I'm detecting a few more energy sources amongst them, but I can't make certain what they are," Kajun called out.

"Well whatever they are, those things and the Incurseans are on a direct course for a beatdown!" Ben smirked, banging a fist into his open palm.

"This isn't a street brawl, Ben," Max scolded, "We're gearing up _for war_."

"He's right…" Kagura spoke, walking over with Hibiki, "I know war when I see it...and this is starting to remind me of the Ikaruga Civil War right now."

"Already called on the other Plumber factions on Earth," Hibiki stated, "Hopefully, we'll be ready in time when they arrive."

"The energy shields are up," Kajun spoke as she turned in her chair, "However, it'll only slow them down."

"So? We can j-" Makoto began before Jenny and the rest of Ben's team ran in.

"Guys...you might want to look at the news," Jenny suggested, worry in her voice.

"...Display," Max ordered as the screen changed to show the news...with a crowd shouting at the hole while holding signs that 'Humans had Earth first' or 'Earth 4 Earthlings'.

=As you can see, the crowd is whipped into a fury of righteous indignation...the alien menace that is festering right below our feet!= Harangue explained =And it seems I was right after all...Ben Tennyson _is_ making an Army to keep us all in line..and not just Aliens. Thanks to some resources I managed to acquire; it seems he's gathered menaces much like himself to further increase his hold on us...to keep us in fear and in line!=

=Noel, what is 'men-ace'?= Robotboy asked.

"...It means they think you're evil and wish to bring harm to people," Noel whispered, hanging her head.

=What? Ben no men-ace. Ben hero!= Robotboy argued =No like man on TV=

"As you should not…" Tsubaki frowned, seeing Harangue display more images, "?!"

=The Great Lake cities have these 'Autobots,' Amity Park has this Ghost Boy menace...and do I need to remind you all of that menace of a robot girl from Tremerton?= Harangue continued before he put a hand to his ear...and cringed =I retract my last statement. In my haste, I forgot that I am legally forbidden from saying anything about Jenny Wakeman in my reports due to court orders unless I am explaining said court orders=

"Go kindergarten kids," Jenny snickered.

=But moving on! There's even talk of this 'Titan' having been seen lately...this masked tiger kid in Mexico along with a 'White Pants' guy...and many more menaces like Ben Tennyson!= Harangue resumed =I think our leaders have the right to know this...and finally decide on banishing these menaces from Earth once and for all!= he shouted as the crowd agreed with him.

"Well, I know where _we're_ going after this," Ben noted.

"Ben, this is serious! He's rallying people to have you thrown off of Earth!" Mai scolded.

"I joke when I'm nervous," Ben argued.

"She's right, Ben," Max spoke, "This is quite serious. You need to head out there before there are _two_ wars we are forced to deal with."

"But..I'm not really all that good at public speeches," Ben admitted, "More like...punching stuff."

"I know...which is why Tsubaki is heading with you to help."

"Good thinking," Kagura noted, "In fact...We might need some residents that are staying in Undertown."

"The ones Ragna the Bloodedge stay with have stayed," Hibiki noted, looking at a tablet, "And it seems Pakmar now runs an army surplus store."

"Man...He'd take advantage of any situation…" Makoto muttered.

"And it seems both the Kraaho and Kaka Klan are preparing to help Defend Earth...but are unsure right now due to the raging humans gathering together on the surface," Hibiki continued.

"Better get ready then," Ben sighed before Hibiki held up a Rubik's Cube...that was a 4X4 instead of the normal 3X3, "Huh?"

"For you to work on while you wait to speak," Hibiki informed, "A platinum Sumo Slammer card from this years SDCC is inside of it and will only unlock if you complete it as a human."

"?!" Ben tensed at that...before snatching the Rubik's Cube and began to get to work on it.

"...Dang you're good," Makoto whispered.

"He deals with me all the time," Kagura shrugged while texting, "Aaaand...you got several news stations setting up for a conference in the park set up for you, Benji."

"...How did you…?"

"The owners are all women he bedded on his days off," Hibiki stated with a deadpan.

"Of course…" Makoto facepalmed.

* * *

"People...people please calm down!" Tsubaki called out, standing before a podium as a large crowd began to throw various objects at her...and mostly Ben and the few who came with them, "Please calm down and I will help Ben answer all your questions!"

"He doesn't seem interested!" a man snapped.

"Ben," Makoto whispered.

"Huh? Oh, right," Ben paused in his fiddling with the modified Rubik's Cube, "Sorry. Needed to keep calm and fiddling with things like Rubik's Cubes helps me do that." _'And getting that dang Sumo Slammer card! Ugh! Darn you, Hibiki! You just had to make it bigger!'_

"Now...I will take some questions from the press a-" Tsubaki began before Harangue stormed up in front of the crowd.

"I have one. Ben Tennyson; how long have you and your family have been traitors to your entire species?" he demanded.

"Wait, what? That's..." Ben began.

"Are you out to destroy humanity, or enslave it with this army of super-powered freaks you're making?"

"I..."

"On a scale of 1 to 10 in terms of an apocalyptic devastation to both time and space, how dangerous is this alien and super-powered freak army of yours?"

"That's not…!" Ben began before Tsubaki held a hand up to him, "?"

"Let me handle this," Tsubaki whispered to him before looking at Harangue, "Mr. Harangue, it seems that despite your long career, you have had little to no experience when it comes to a press conference. You allow the one on the stand to point you out first and let them answer the first question before going to another." several other newsmen and newswomen managed to do under-the-breath chuckles at that as Harangue frowned in annoyance, "Now then, as to your three...ahem..._questions_, because you did not follow proper protocol for this, they will be discarded until you properly conduct this as your fellow news reporters are."

"Oh. So you're silencing me, like Ben Tennyson ordered you to?" Harangue asked as the crowd began to agree with him.

"No...I just don't respond to stupid," Ben smiled, making a vein pulse on Harangue's head, "Also, like the lady said...back of the line like a good boy...or are you throwing your weight around on all these other little guys?"

Harangue scowled while Tsubaki subtly elbowed Ben on that last comment. Before he could say anything, Tsubaki was quick to point to a news lady beside him, who briefly smirked as she stood up.

"Yes. Mr. Tennyson, or would you prefer Ben?" the woman asked, earning a nod from him, "Yes, I am curious. What is that town beneath Bellwood?"

"It's called Undertown, a place where aliens go to live when they come to Earth," Ben answered..before holding his hands up before the crowd could start shouting, "I assure you, guys, they're all good people down there. They're just like you and me...just trying to live a normal life here on Earth."

"And what if these Aliens are secretly planning to conquer us?" a newsman asked next when Tsubaki pointed at him.

"Simple; the place has a guardian of its own to deal with the more rowdy ones. He's called Ragna the Bloodedge...a human like you and me," Ben clarified, '_Though given how scary strong he is...I question whether he's fully human or not.'_ "Trust me...he's a lot more scary than me...like really scary. Any troublemakers meet his fist before they even get a chance to get up here."

* * *

"Get back here and let me punch you, Chicken Little! I said no looting, and what do you do!?" Ragna barked.

"Bukaw! I gotta get as much as I bucan before the Incurseans come!" Liam shouted, running with a pile of stolen goods as he ran from Ragna.

"Yeah, well I'm hungry and fried chicken sounds good!" Ragna snapped, chasing him before jumping and landing a flying kick to his back.

* * *

"Are you sure this Guardian is reliable?"

"Oh very much so...He has been keeping things calm down there for hours now...without rest. Frankly, I think he's scarier than any alien down there...by like leaps and bounds." Ben rambled.

"...What about these other super-powered individuals Harangue mentioned?" another newsman asked, "Are they reliable too, or are they…?"

"Well, a good chunk of them are friends of mine now." Ben spoke, "And that's it..._Friends_. My team is my team. We work to keep everything coming after Earth away from it. They also protect all of you. From what? ...Well that's honestly a long list and you guys are barely getting used to aliens...you're not ready for ghosts and interdimensional monsters…"

"Oh ho they would not…" Makoto whispered nearby.

"...Then let me ask a question finally," Harangue spoke as he stood up, eying Makoto slightly, "My sources have told me that some of these individuals are half-human...is it possible that these aliens you claim are good...raped our Earth women to breed?"

"?!" Makoto's tail shot up at that, about to stomp forward before Kagura stood up, "?"

"Oh wow...Talk about no tact at all…" Kagura spoke up, getting their attention, "Okay look, buddy, I'm sorry but...did you really just say something that disgusting...for the shock value?" he asked with a frown, walking forward, "I mean...that's just wrong, man. That is a subject _no one_ has any right to ask about, least of all a ratings lord with zero redeeming personality what-so-ever. I mean I like click bait as much as the next guy...but really?"

"Wh-who are you!?" Harangue snapped as many of the women there were starting to glare at him.

"I'm Kagura...kinda the PR guy here...and buddy...you? ...You're literally slime," Kagura smiled calmly, "How dare you assume such horrible things? You do not get to judge people's parents off your own disgusting xenophobia. Ben is trying to answer your questions and concerns like a good man should. But you...you're just disgusting asking something like that, and frankly...Ben is too good for your time. You are not worth any more time. Please see yourself out of here peacefully."

"How dare you…!" Harangue growled, "I speak for the people who've been lied to and been kept in fear by people like him! And the fact you're trying to silence me is proof of that, you traitor!"

"...Traitor…" Kagura repeated with a simple nod, crossing his arms, "Tell me...what exactly about me makes me a traitor?"

"..."

"I think you got it twisted, buddy…" Kagura smiled, "The only one using fear and manipulation here...is you." he pointed at him, "I mean...wait...aren't you also the man who wasted billions on a death robot to kill Ben...a teenager...who's saved this planet...dozens of times? I think you...are just upset that nothing about you is special at all."

"?!" Harangue tensed at that, noticing a few people beginning to whisper and talk amongst themselves before he cleared his throat to calm down, "I have no idea what you are talking about. And Ben Tennyson didn't save…"

"No no no. Let me finish," Kagura cut him off before pulling out a video onto the large screen that had been set up, "See this? This is something my assistant managed to find...security footage of that very same death robot firing missiles at the Clinton Memorial in an attempt to hit Ben Tennyson...the same robot piloted by _you_…"

"?!"

"Oh and before you ask how…" Kagura paused as he leaned forward with a grin, "Should've checked the traffic cameras, buddy…"

"B-but…"

"Ehem…" Kagura cleared his throat, "But okay. We got off topic. You wanted to know if Aliens and humans have...partnered up right? Had romantic relations in the past?" he spoke up, "That's the normal way to put it: to ask with tact and dignity...like a good human being. Answer: Come on, folks, you know what we humans are like…" he sighed, "Don't deny it...We are what we are. And some of us can be just freaky...but yes Humans and Aliens have partnered up in romantic ways in the past, keyword being _Romantic_. Ben knows a group of kids of such parental pairings. Honestly lots of aliens find us humans gross...but hey. They fell in love with who they fell in love with. You can't judge them for that, I bet most of you who are married never got the approval of your spouse's parents…"

"..."

"Yeah...I thought so…" Kagura nodded before raising a finger when one newsman was about to speak, "And before you ask what if Ben Tennyson or these allies of his were unavailable...simple. You see Ben Tennyson and his friends are a part of a group known as the Plumbers, a group consisting of both humans and aliens that protect not just Earth, but the galaxy from intergalactic threats...so you can see that they can work together...because they chose to fight for what's right."

Many reporters began talking amongst themselves at that, one raised their hand as they were picked, "These Plumbers...How long have they been on Earth?"

"A really long time," Ben spoke up this time, "Heck according to my Grandfather, Max Tennyson who's been a member of the force since he was a young man, the history of this sect of peacekeepers dates back as far as the early years of America. They fought everything from zombies to vampires. In the early 50-60s, they merged with a similarly named intergalactic peace force, forming a new and larger group who connect worlds to one another for the sake of peace. Am I from a family line of secret agents who kept aliens a secret from the rest of the public? ...Well, apparently, I am now. But...looks like we can't really keep 'em secret anymore, and I promise you a lot of them are good people. But...some of them are also bad, but we humans aren't so different in that regard, now are we?"

"...Then what of Dr. Animo? A man you drove insane, much like the former Hero Captain Nemesis?" Harangue demanded.

"Animo is insane...but I didn't make him like that…" Ben sighed, "I just became his focus...so now all he does is come after me. I choose to let him, because I have the power to stop him. As for Captain Nemesis...well he was my hero as a kid, too. I was so happy to meet him...but he changed...everybody changes. So I had to stop him," he took a long sigh, "I have a lot of enemies...human...and alien. But I can't justify anything about how they became my enemies...All I can say is...they started hurting people, and I had to stop them."

"...Oh yeah? Well I found someone who can do the job better," Harangue argued, making Ben and the others blink, "I was hoping to keep him secret from the public until something big happened, but I…"

"Damn it, Argit! Get back here!" Ragna's voice snapped.

"No way! I ain't sticking around a doomed planet!" Argit screamed as he ran past the podium, Ragna hot on his tail.

"...What's this about Earth being a doomed planet?" a newsman asked as the crowd began to glare at the group.

'_...ARGIT!-!-!' _Ben, Tsubaki, and Makoto mentally exclaimed.

"Damn it! Let the kid and his group handle this!"

"As if! No way Ben can take on the entire arma-" Argit began before barely skidding to a halt to avoid a large snow-white slash that nearly cut him, a large trail of ice in its wake as it left a massive icewall.

"...Oh no…" Ragna groaned once he saw that, "Please no...don't let _him _be here…."

"Wh...what just…?" Argit began.

"Don't move, beast…" a cold voice asked, making Argit tense as he slowly looked to the side.

Walking down the street was a good-looking slender young man with short, stylish blond hair and green eyes, a cold glare being seen within them. He wore something akin to a Japanese military with a black turtleneck and leggings under a white Japanese-style tunic, white gloves, military boots, and a jolting-sapphire colored jacket with red lining and very long detached sleeves. In his hand was a long katana with the metal a silver/whitish tint to it with the handle a greenish color wile in his opposite hand was a long black sheeth, a cold wisp of air floating around the katana.

"Jin…" Ragna spoke.

"Who's that?" Ben asked.

"...My brother."

"...I-I'm sorry. Your _brother_?!" Ben, Makoto, and Kagura exclaimed while Tsubaki stood there in complete shock.

'_Kisaragi-senpai is Ragna's brother?!' _Makoto mentally exclaimed.

"As good as it is to see you, nii-san...I have an important job to do," Jin stated to Ragna before looking at Argit, making him tense at the icy cold glare he got, "I have a beast to terminate…"

"T...Terminate?!" Argit freaked, "I did nothing wrong!"

"From what I gathered...your track record says otherwise," Jin argued, aiming his katana at him, "And only a tomb of ice will make up for what you've done…"

"That's enough." Ragna spoke as he grabbed Jin's arm, "This trash...well, he's literal trash…" he sighed, "But he's also harmless as long as he stays the hell away from anything important. Killing him won't do anything."

"Regardless, he is a threat to the planet...and all threats must be terminated," Jin stated.

"You know sometimes I wish you'd just shut up...and listen to your big brother. But then I remember you are a freakin' dumbass…"

"...Nevermind...the rat lives for now…" Jin began...a crazed look starting to grow on his face, "I'll punish you instead...NII-SAN~!"

"?!" Ragna tensed, about to pull his sword out before Tsubaki shot before him.

"?!" Jin tensed, his eyes widened before he began to calm down, "Tsubaki...why are you here?"

"I should ask you the same, Jin…" Tsubaki asked with a light frown, "Why would you…?"

"Because it's my job...the job provided by the man who found me and informed me of what's been happening," Jin answered, looking over at Harangue.

"...Oh no…"

"That's right!" Harangue shouted as he moved over, "I found this young man..this patriotic youngman injured..near death when I had found him! He informed me of a few things..and in turn I told him of the many threats and menaces Earth has! Once he recovered...he agreed to protect us from those menaces!"

"We ain't American!" Ragna complained, pointing to him and Jin.

"Oh man...Why…" Ben groaned, pinching the bridge of his nose, remembering that this was all live.

"Ladies and gentlemen, I present to you a true war hero! Someone who does what he needs to do to protect humans like us!" Harangue continued, "Jin Kisaragi, the icy swordsman of Bellwood!"

"I never agreed to that name…" Jin sighed.

"Can he shut up before he causes some kind of international incident on top of the intergalactic one!?" Ragna snapped.

"...Given the info I had overheard...let me ask this then…" Jin began before pointing at Ben, "What is this about 'Incurseans' coming to Earth?"

"..."

"...Uh…I think I'll…" Arigt began before Makoto grabbed his tail, "Gh?!"

"You...Everything was going fine before you messed it up…" Makoto growled, "People were starting to calm down, and you had to be your usual cowardly self and shout certain things we wanted to avoid!"

"I'm scared, okay?! Earth was doomed the moment the Incurseans were spotted near Mars a-a-a-and I cannot shut up when I am scared…" Argit meeped.

"..." Kagura sighed, pinching the bridge of his nose, "Folks, I'll be honest with you all. We _were_ going to inform you once everything had calmed down, but due to certain folks, well...we have papers to hand out that explain the basics on what is known about these Incurseans."

"Jin...you are the absolute biggest dumbass mot-" Ragna began.

"We can not air that on TV…." a Cameraman spoke, cutting off the audio feed as Ragna began cursing.

"Ugh...Now we need t-" Makoto began before her communicator went off, "...ugh…" she answered it, "What? Now's not a good…"

=Bad news...the Incurseans managed to break through the defense grid…= Kajun spoke.

"...What?" Makoto whispered in worry before a nearby building exploded, "?!"

"AHH! They're here!" Argit freaked, managing to get out of Makoto's grip before running away screaming just as a small fleet of Incursean ships flew by, firing at a few buildings.

=Now once again...Attention Earthling Scum, surrender yer planet at once, and swear yer allegiance to me; Emperor Milleous= Milleous' voice spoke from one of the ship's radios =Or...and I'm kinda hoping you go fer dis option, face certain annihilation at the overwhelming might of the glorious Incursean Armada!=

"Oh man…." Everyone complained in unison as the crowd began to run away screaming in fear.

"...Okay plan…" Tsubaki spoke, pulling out her sword and shield, "Ben, you deal with the areal forces. The rest of us will handle the ground in case they land."

"Got it," Ben nodded, already looking through his Omnitrix as Tsubaki pulled out her communicator.

"Kajun, I need you to send out Jenny and Robotboy to assist Ben. Mai, you and Noel will give us coverfire," Tsubaki continued, "Also inform the Autobots th…"

=About that…= Hibiki spoke =it would seem this...Sentinel Magnus has forbidden them from interfering=

"?! What…?"

=According to Bumblebee, Optimus is in the midst of a very long and very loud argument over this matter...but it seems they might not be able to come to our aid at this immediate moment= Kajun answered.

"...No…" Tsubaki whispered in worry, "...And we don't have time to call Danny for assistance...Kajun, send a few Plumber Agents to help get people to safety."

=Of course. I'll have P'li and his team assist some of the human agents= Kajun nodded.

"Good...We need as much help we can muster right now," Tsubaki sighed just as Ben changed into Astrodactyl.

"I'm going after their ships. You guys do what you can!" Astrodactyl spoke, taking off and flying after the Incursean fighter ships.

"Got it, man!" Kagura nodded before looking at the others "You heard the man! Let's move move move!"

"...Grr…" Ragna growled, glaring a bit at Jin.

"What?"

"You purposely mess this up...I'm gonna beat the living hell out of you," Ragna growled before running off, "I'll go cover Undertown! Get as much help as I can!"

"Good idea!" Astrodactyl shouted, flying before an Incursean ship as the energy rings he left in his wake hit it, causing it to smoke and spin out of control," Rawk! Bring it on, space froggies!"

***BOOM!***

"?! Astrodactyl tensed as he turned, seeing an Incursean ship crash into another as Jenny and Robotboy-in Battle Mode-flew up to him, "Whew. Rawk! Thanks!"

"No prob," Jenny replied.

"Ro' gonna-rawk-alright?" Astrodactyl asked.

"Professor Moshimo sent a new battery for him," Jenny explained as Robotboy gave a thumbs up, "It'll last twice as long."

"Good! Because I think this is gonna-rawk! Last quite a while!" Astrodactyl nodded, summoning his energy whips as he deflected a few laser shots from a few Incursean ships.

"We need to try and take them down while they are over the middle of the street so they don't crash into more buildings," Jenny spoke.

"We'll keep-rawk-'em coming at us and blast 'em down." Astrodactyl spoke as he swung his whip and slashed the wing off one of the fighters.

Robotboy gave another thumbs up before shooting off towards another ship. He spun around it in a barrel roll before grabbing the left wing and blasted the engine. He dropped the ship down on the street, letting it crash into a ship that had tried to do a swooping sneak attack from below, making both crash.

"Way to go, Ro'!" Makoto cheered before spotting a landing Incursean ship, letting out a few soldiers as they began to aim at a few fleeing humans, "...Oh no you don't!"

"?! Fr-" one began before Makoto kneed him hard in the face, causing him to fall over before she used his blaster to club the other two, breaking it in the process.

"Nobody messes with my home planet and gets away with it!" Makoto snapped before tossing the destroyed blaster into a Incursean soldier just as he got out of the remains of a ship.

"Don't let them get past you!" Tsubaki shouted, blocking an incoming shot from more Incursean soldiers as they landed, "No matter what happens, hold the l-GAH!" she screamed when a laser grazed her shoulder, making her fall to a knee.

"Face the wrath of the glorious Incursean empi-" an Incursean soldier began before he and a few others were frozen solid.

"?!" Tsubaki tensed before Jin stood beside her, his katana in its sheath.

"You're getting sloppy, Tsubaki," Jin bluntly stated, quickly pulling his katana out before jabbing it into the ground, causing a massive wave of Ice spike to rush towards before some Incursean soldiers before they were sent flying by a massive wolf head made of ice, "You've been focusing more on the paperwork and other duties instead of training again, haven't you?"

"Uh…"

Jin sighed, "It's our first year on the student council all over again...except instead of a track and field day...it's alien frogs invading the planet." he swiped his blade, sending out a wave of ice that froze several more Incurseans, "Why is that sentences like that keep coming out of my mouth since I woke up here?"

"You...get used to it," Tsubaki replied, grunting as she held her shoulder, "And before you ask...I don't remember a few things past graduation…"

"...Then the Izayoi…" Jin began before dismissing it, "Nevermind...Just focus on the mission at hand."

"Roger," Tsubaki nodded.

* * *

"RAAGH!" Ragna roared as he smashed his fist into an Incursean soldier's face.

"Oh frog! All I see is glass, metal and blood!" he screamed before Ragna threw him into a group of Soldiers as more and more began to seep into Undertown.

"Those are poorly designed helmets," Ragna spoke, uppercutting another one and sending him into his teammates, "This is bad...It's bad enough they are raining from the sky up there...at the least we need to hold the line around here. Too many families who can't afford to leave Earth are still here…" he growled, "And the fact you're coming after 'em...is pissing me off."

"Don't care! Everything will soon belong to the Incursean Empire!" an Incursean soldier argued, about to fire before Ragna grabbed his blaster.

"Alright...last chance...leave…" Ragna growled, taking out his sword and twirling it around before resting it on his shoulder, "Or you're never gonna leave here..._ever_." he growled as his sword extended and folded into scythe mode.

"..." the soldier gulped before he ran away screaming, leaving his blaster in Ragna's hand before he crushed it.

"Coward…" Ragna snorted, discarding the remains. A few Incursean Soldiers attempted to fire at him from behind before…

"NYAAA!" Tao hissed, pouncing the two before slashing them away, "Nya...Tao hates nasty froggies, nya! Frog legs are gross!"

"Attagirl, Tao," Ragna smirked, "Also please t-"

"We're here to help too, nya," Tora spoke as she and a few Kaka women stood nearby, "This is our home too...and we will not let them take it."

"Down with stupid froggy people!" one cheered.

"Can we make frog legs with their legs, nya?" another asked.

"Clarakaka!" a third exclaimed.

"What? I missed lunch, nya…"

"...More help the m-" Ragna began before Ester landed on an Incursean soldier just as he was getting up.

"Mind if we assist?" Ester asked as a few Kraaho landed near her.

"...Heh. Alright, this is getting good," Ragna smirked before looking at everyone, "Alright, listen up! Our job's making sure none of those guys get in and near the folks still here, many of whom got kids and elderly livin' with 'em. Rip these frogs all a new one 'til they get the message that they're not welcome in our town. Any injured that we get take 'em to Thrax's Bar. His fiance Krys is a trained medic."

"Understood, nya/Gotcha," Tora and Ester nodded.

"And if you be needing weapons, Pakmar will provide!" Pakmar shouted as he pulled up a large cart full of weapons, "For a reasonable price, of course."

"Grr…" Ragna growled at that.

"...Or for free. Pakmar can do for free, too," Pakmar sheepishly chuckled, "Eh heh heh...Please do not hurt Pakmar, Mr. The Bloodedge."

* * *

"Sentinel this is madness!" Optimus snapped as he glared at the screen, "Everyone on planet Earth is in danger because of the Incurseans invading, and you're forbidding me and my team from helping?!"

=Yes! We already have our hands full with what remaining Decepticons are out there, and the last thing Cybertron needs is a war with the Incurseans!= Sentinel snapped.

"Do you even hear yourself right now?! If Earth falls, then the Incurseans can target _any _planet in the universe, _including _Cybertron!"

=Which is why once the Spacebridge is ready, you and your team will return to Cybertron...except that filthy techno organic, Silverbolt!=

"I am not abandoning Earth!"

"Man...they've been at it for a while now…" Bumblebee muttered as he and the other Autobots and one Maximal watched the argument go on.

"Can you blame Optimus? Sentinel is making an outrageous order by preventing us from protecting the planet," Ratchet stated, his eyes narrowed at the image of Sentinel on the screen.

"Sentinel listen! Earth is our home too! We've helped defend it against Overlord and Megatron, and the humans…" Optimus began.

=I don't care! If anything Earth had this coming!= Sentinel barked before Optmus slammed down the bottom of his hammer, making everyone tense up.

"...I'm sorry I didn't hear that correctly. Are you implying that Earth _deserves _what's happening to them?" Optimus asked with a frown.

=...Know what? Yes. Those Earthlings feel like their planet is the center of the universe, so they should be knocked down a peg. Besides…= Sentinel began as a screen showing Harangue's earlier report popped up on the lower part of the screen =It seems Earth doesn't want you guys there, much like that freak Ben Tennyson=

"Oh great, the one human that reminds me of Sentinel…" Bumblebee muttered.

"Well, Sentinel, I don't think you get an option to not let us be involved," Silverbolt noted.

=What makes you say that?= Sentinel glowered.

"Simple," Silverbolt replied before tapping a few buttons and a popup appeared in the corner of the screen, "Communication interception of the Incurseans in Detroit."

=Now listen up, ya mooks! We's gots Cybertronians here! Autobots ta be exact!= Milleous' voice declared =Capture dat Spacebridge dey got in Detroit and den destroy dem Autobots! Cybertron is next fer da Decepticons dat attacked us earlier! I don't care if'n dey were Decepticons, dey're Cybertronians, so da whole race is at fault!=

=...=

"Well, Sentinel _Magnus_?" Optimus motioned, "Your orders still on us not to get involved? Because as far as I can tell? We don't have that as an option anymore."

=...Do not let them take that space bridge, no matter what happens!= Sentinel ordered before the screen shut off.

"Well, you heard the current Magnus," Optimus smirked before looking at Ratchet, "Ratchet?"

"Sparkplug is ready to go," Ratchet replied as he looked at a small gold robot the size of Jenny, a diamond with a stylized 'M' on its chest area sitting on Optimus' battle armor in its standby mode.

"Thanks, Ratchet," Optimus nodded before looking at the team, "Autobots, Transform and Roll Out!"

"Been wanting to try some frog legs for a while," Silverbolt smirked, "Beast Mode!" he let out a howled as he shifted into his wolf/eagle mode and ran out, taking flight the moment he was out.

"...And you're sure that he doesn't use up as much Energon as normal 'bots do?" Bumblebee asked.

"For the last time, Bumblebee; he can convert organic matter he consumes into Energon," Ratchet sighed as everyone quickly transformed and headed out to join the fight.

* * *

"For da last time..._I AM NOT A GHOST!_" an Incursean screamed, currently hung upside down in the Fenton Lab, "_I AM AN ALIEN FROM OUTER SPACE HERE WITH MY BOSS'S ARMADA TA TAKE OVER DA PLANET!_" he wriggled, managing to turn himself to a young woman with long orange hair and away from the older shapely woman in a blue jumpsuit, "What is wrong with dis lady, lady?!"

"Oh gee..Maybe it's the fact you barged into my home and started attacking my family," the younger woman frowned.

"Do I look like I fribbin' care, lady?!"

"This is a strange frog ghost," the woman in blue noted, adjusting her orange-tinted goggles.

"_NOT A GHOST! ALIEN!_"

"Nonsense!" Jack shouted as he hurried in, "You don't look like an alien! Aliens, of course, are those little green men with big black eyes."

"_I AIN'T A GALVAN!_"

'_Danny's probably having an easier time than me,'_ the young woman thought, facepalming.

* * *

"Gah! I am _not_ having an easy time right now!" Danny exclaimed, barely dodging a laser blast from some Incursean Soldiers on the ground, "Honestly, how did catching Box Ghost end up with an alien invasion by frog aliens?" his body went transparent in time to avoid several shots before he solidified and shot several shots of ectoplasma at the Incurseans, blasting apart their guns.

"We didn't do enough research on this Amity place," one grumbled before Danny's fist met his face, sending him flipping in the air and crashing into an open dumpster.

"Yo, Tuck! Any luck contacting Ben yet?!" Danny shouted, quickly turning to kick an Incursean soldier into a few more.

"No! He and his team are dealing with the majority of their forces in Bellwood!" Tucker answered, hiding behind some debris with Sam.

"Opening," Sam noted, quickly slamming a metal bat with Jack's face on a sticker stuck to it on an Incursean's face, knocking him out and letting her grab the blaster, "Now let's see...A bit heavier than the normal blasters your parents let us practice shooting with, but seems to work just the same." she aimed and pulled the trigger, making an explosion in a group of Incurseans, "Yes!"

"So cool~!" Dani awed at that.

"Dani, focus!" Danny souted, punching an Incursean away.

"Sorry! Just never thought a quick visit would turn out to be defending Earth from aliens!" Dani called out, firing off a few ectoplasmic energy beams at a few Incursean soldiers, "I mean, what is this? The Spanish Inquisition?!"

"I caught dat reference!" a random Incursean shouted only to be slapped upside the head by another.

* * *

"Noel, to your left!" Mai shouted, catching her spear as she used it to slice an Incursean's blast.

"Hai!" Noel nodded, quickly firing a few shots at a few aerial Incursean soldiers.

One soldier attempted to shoot Noel from behind only for a shadow to come over him. He looked up to see Robotboy glaring down at him...while holding up a sixteen wheeler. The Incursean slowly looked away while lowering his blaster away from Noel. The shadow went away and he sighed in relief...before Robotboy punted him into the distance, earning a cry of fear and pain from the Incursean as he went into the distance.

"Th-thank you," Noel nodded before yelping when Mai landed near her, a bit of her armor cracked and smoking, "Mai!"

"I'm fine...just...l..got taken by surprise," Mai grunted, using ehr spear to stand up to see a bunch of tanks, "They got tanks..big ones."

"Dat's right human filth! Dese tanks are made of the hardest metal in da galaxy, and I doubt you all have anything powerful enough to even dent them!" an Incursean commander shouted.

"...Noel?" Mai spoke as she stepped out of the way.

"Understood."

"Ha! What can she do with dose little p-" the commander began before Noel combined her guns and shifted it into a much larger one, "...Oh fribbit, dat's an anti-tank rifle...OH FRIBBIT! Dat's an anti-tank rifle! Men, fire before…!"

"Fire…" Noel whispered as she pulled the trigger, unleashing an energy blast that cut through the metal of the Incurseans' tanks like a hot knife through butter.

"Oh fribbit…" the commander gulped.

"You guys claim to have powerful weapons...but Noel…" Mai began, swinging her spear a bit to block some incoming shots, "She's like a walking arsenal...that doesn't run out of ammo."

"...Oh fribbit."

* * *

"N...no please, senores...I cannot defend myself," an old man of mexican descent begged as he was surrounded by a few Incurseans, shaking a little as he held his hands over his large yellow sombrero.

"Silence! Dis Miracle City place now belongs to the Incursean Empire!" a soldier snapped, "And we have no need for feeble old men like you."

"You know for frogs...you sure talk like gringos from New york." he spoke, changing demeanors suddenly, "Ah pero I also don't care."

"Wha…" several blinked at the change.

"Andale...I expected aliens to be worth more...cómo se dices...witty banter...you lot are as terrible as my son. But eh...he is boring...what you do?"

"We uh...we conqure planets in the name of Emperor Milleous!"

"Si si...and then what?"

"Uh...we then banish the heroes of that planet we conquer into space with the threat of if they return or is seen within the galaxy, their family and loved ones pay da price!"

"Hm...Okay see I needs to stop you right there…" he muttered, "See my estupido son is what you idiotas would call a...eh...Super Hero. Now would I like to see him adrift in space for the stupid he is...si...si I would. But my Grandson on the other hand...oh...you can not touch him."

"Oh yeah...and who's gonna make us? You, ya old geezer?" the lead soldier taunted.

"...Another thing. My name is not 'old geezer'. It is…" the old man began before pressing something in his sombrero, causing it to transform into a large gold-yellow armor robotic suit as he stood within the pilots seat, "PUMA LOCO!"

"Ah fribbit…"

* * *

"These guys just keep coming," Makoto muttered, punching an Incursean away just as some humans ran past her to get to safety, "We take three out, five more and a tank take their place!"

"So long as Ben can handle the grunts above us, we'll be fine!" Kagura shouted, slicing a Tank's cannon in half before it could fire, "Speaking of, how're ya doing up there, Benji!?"

"Don't call me that, and doing good!" Astrodactyl shouted, whipping away some laser fire before using one of his energy whips to knock away an Incursean ship, "Bring it on, froggies! I got a whole arsenal of Aliens t-what's that beeping sound?" he blinked before he suddenly flashed, changing into a mummy-like alien as he began to fall,"What the? The mummy? I haven't turned into this one in ages...what does he do again?" he pondered before his fingers extended out and grabbed a nearby ship, "...oh yeah…"

"Wait. Why did…" Tsubaki began, blocking an Incurseans attempt to hit her as she looked up, "...Ben….were you messing with the Omnitrix again during the conference?!"

"...uh...maybe?"

"Oh for...you activated the Randomizer and a timer for it!" Tsubaki complained.

"I take it the idiot doesn't pay attention?" Jin guessed as he slashed his katana, creating a wave of ice that blocked some lasers.

"Most of the time yes…"

"Hey! I am not stupid!" the mummy-like alien complained before ducking under a laser shot at him, "Woah!"

=Nobody hit Tennyson!= Attea ordered as her personal ship flew between a pair of Incursean ships =He's mine…=

"Okay. I am getting really tired of that brat...and nothing big enough to throw at her…." Makoto lingered as she looked at Jin. A smile formed on her face as an idea formed.

"Why are you smiling at me?" Jin asked.

"How would you like to cut down one of their commanders?" Makoto smiled.

"I'm going to regret this, aren't I?" he asked.

"Maybe…" she admitted.

"...Ugh...just get it over…" Jin began before Makoto grabbed him and tossed him high into the air, "WITH?-!-?-!-?-!-?-!-?-!-?-!"

"Makoto!" Tsubaki snapped.

"What? I call it the Snowball special...get it? Cause he does stuff with ice." Makoto smiled...before Tsubaki smacked her with her paperfan, "Owie~!"

"...I thought it was good," the mummy-like alien muttered before Jin landed near him.

"Ugh...I'm going to flash freeze her tail later for that…" Jin frowned a bit as he stood up.

"Hey. A-" the mummy-like aien began before he instantly changed into Rath, "...Grr….lemme tell ya somethin' Incursean Space Fighter; Rath will clip your wings, startin' from the inside and workin' his way out!"

"Already this form is giving me a headache," Jin muttered as he slashed the air, unleashing a few ice made swords at Attea's ship as they cut into it a bit.

=Ah hey! Watch da paintjob, buddy! I just got dis thing polished fer today!= Attea barked.

"Do I look like I c-" Jin began before staggering a bit when the ship began to plummet.

"Rath isn't going down, gravity, ancient evil force of nature! This time Rath will…!" Rath began before he flashed into Ben, "...Oh crud."

"..Ugh…" Jin groaned as the two fell off the falling ship, "You're an idiot…"

"I heard it before…" Ben groaned, "Okay legit question, do you do anything but be a prick?!"

"Tempted to let you fall to your death." Jin spoke.

"You know you are."

"Touche."

"Now..just gotta try and change int-" Ben began before the Proto-TRUK flew before them, the back opened up as the two fell in, "Oof!"

"Ya got 'em, Rook"! Makoto gave a thumb up to Rook.

"Ow...thanks for the save," Ben spoke, laying on his back while Jin was facefirst on the floor.

=Oh no ya don't!= Attea shouted as her ship began to fire at the Proto-TRUK just as it was flying away.

"Why're we flying away from the fight?" Ben asked as he got up.

"Magister Tennyson and Tsubaki instructed both Makoto and I that we should return you to the base..for your _own safety_," Rook answered.

"What?! But I was handling things!" Ben argued.

"I beg to differ…" Jin stated as he stood up, "In fact, I'm surprised this city is still standing up up until this point."

"Oh har-har...that's rich coming from the new guy." Ben argued, "I get the feeling you are not one to talk since for some reason, you creep out Ragna...as in the guy who spends so much time with aliens he's not even scared of the inherently gross ones anymore."

"I heard he did help birth an alien squid baby…" Makoto added, "Which promptly began trying to suck his blood…"

"No!" Jin snapped, making Makoto and Ben jump, "I...I need to be the one to do it...to kill nii-san! Not some alien freak!"

"I knew he was creepy!" Ben complained, "Makoto, y-"

"This is the first time I'm seeing this side!" Makoto argued before yelping when a laser nearly grazed teh Proto-TRUK, "Book it, Rook!"

"I am trying...but the front is not exactly clear…" Rook grunted, avoiding ships in his path.

"Can we toss Creepy McStalker out to distract them again?" Ben asked.

"I will gut you." Jin frowned.

"Proving my point."

"Grr!" Jin realized his point.

=Halt in the name of the Incur…!= an Incursean ship began before it and two more that were blocking the Proto-TRUK's path were shot down by Jenny and Robotboy.

"You're good to go!" Jenny shouted as she and Robotboy flew by.

"Thanks!"

"Grr...I really hate dos robots…" Attea growled as the Proto-TRUK flew away.

"Should I inform d-d-da…" Psychobos began before he was slapped upside the head, with Attea's tongue, "D'oh!"

"One more word, crab cakes...and yer an appetizer…" Attea growled.

=About time...= Milleous' voice began as his personal ship was barely seen within the Earth's atmosphere =Now den...to remind youse of what's happening, Earth Persons...dis is your conqueror speaking. Lord Emperor Milleous, destroyer of galaxies, warrior without fear, light of the Incursean Empire..of which yer about to become the latest unwilling member! Resistance is futile...but encouraged for it amuses me=

* * *

"Darn it...all planetary defenses are down," Kajun whispered as she, Tsubaki, Hibiki and Max looked at a holographic image of Earth while the warning siren blared, "They even knocked out all interstellar communications."

"And before that, all known Plumber Bases went dark…" Hibiki added.

"And any known heroes we know or are unaware of are busy fending off the invasion in their hometowns…" Tsubaki added.

"So...no backup," Max noted with a frown, "...What about Ben's Omnitrix?"

"Blukic and Driba are currently trying to turn the Randomizer function off. So far…" Kajun began.

"Ow! Easy with that wrench!" Ben's voice exclaimed.

"...No such luck," Kajun sighed.

"Why did you not play with the cube?" Hibiki demanded.

"I was in the middle of answering some questions and didn't want to be rude!" Ben answered as he walked in.

"And yet you chose to mess with the Omnitrix when I told you not to in fear of activating the randomizer!" Tsubaki argued before sighing, "Oh its the sports festival all over again…"

"It could be worse...I think it has other weirder modes." Makoto muttered, holding up the owner manual, "Like he could have activated Auto select, where the Omnitrix's own AI picks what he turns into."

"Wait. It...oh that explains why it changed me into the wrong alien all those times…" Ben realized.

"Is there a chance it has an enhanced combat mode?" Kagura asked, looking over some battle plans with Jin.

"..." Makoto began reading as fast as she could.

"Enhanced combat mode? Why would…" Ben began before blinking...before joining Makoto in looking through the manual, "See it yet?"

"I'm lookin'! I'm lookin'!"

"...Just going to ignore those two…" Jin deadpanned before looking back at the plans, "Tsubaki, come over here."

"What is it, Jin?" Tsubaki spoke as she moved over.

"You know more about aliens than I do. Any ideas on how we can take them down?" Jin asked.

"I'm sorry but the exact weaknesses of each alien out there is not my strong suit. That would be Ben."

"The idiot?" he asked.

"Know more than you, Frosty the forgotten brother." Ben laughed.

"Grr…"

"But best bet I can guess since I've never turned into an Incursean before...take out Milleous," Ben suggested.

"I doubt it's that easy."

"Actually it might be able to work…" Kajun spoke as she walked over, "The Incurseans seem to act almost like a hive mind...with Milleous as their 'queen bee' so to speak."

"Also...they are like REALLY stupid." Ben added, "The normal Incursean is at this point...well...look at how lanky they are."

"Years of having no home world and an all military social system has left their race...sickly…" Kajun elaborated.

"You mean we are losing to an army of malnourished frogs?!" Jin snapped.

"Malnourished frogs that are still stronger than the average human...not that any of us count really." Makoto muttered, "...Wait. Then why's their leader all fat and chungusy?"

"You made that last word up," Ben deadpanned.

"Well...if he's anything like a typical king...he spends all day sitting on his butt, eating the good food...while his soldiers and subjects live off the bare minimum and simple MRE's to stay fed." Kagura spoke, "Just a hunch on what the eat part since they are all Military and stuff...I'd assume the royal family are the only ones who eat good food given the Princess and her dad look to have healthier complexions."

"...So they're purposely starving their people…" Tsubaki scowled.

"I'm sure if Ben has an Incursean form, it would look...WAY different." Makoto added.

"Probably...according to Kajun, all my aliens are like Olympic Super soldiers." Ben agreed.

"So aliens at their top prime conditions…" Kagura noted, "...Makes you wonder what a human transformation would be like out of that little watch."

"According to the manual, the user can't turn into their own species." Makoto held the book up, "But if I was a betting girl...I'd say a non-human using the human setting would come out looking all Captain America level buff."

"..Okay that would be honestly cool," Ben grinned.

"We're getting off track here," Max sighed, "But I see what Kajun is saying. We take out Milleous and his flagship, we can take out the entire Incursean Armada during the confusion."

"It's a gamble at best." Jin spoke, "From what I can guess, his daughter is also one of his Generals."

"So we take her down too." Makoto smiled.

"Good. Then I want…" Ben began.

"You're sitting this one out Ben," Max ordered.

"Wait what?"

"With the Randomizer still on, we don't know if your Omnitrix will recharge in time. And if it does, you might transform into something detrimental to the mission," Max explained.

"So? I can be there t-" Makoto began.

"You're staying behind too, Makoto."

"WAIT, WHAT?! WHY?!"

"Firstly?" Max began, "You're too prone to ticking Attea off...and she's dangerously stupid and unpredictable, especially in part of her inferiority complex."

"Oh good lord he's brilliant…" Jin realized.

"A best bet is to keep Ben here as the last line of defense, and you to back him up if the Omnitrix fails." Max explained, "We'll split into strike teams to take them down. You're not exactly with us Jin, but you're good at one thing; causing damage. And I could use you to tear down that mothership."

"Of course, sir," Jin nodded with a bow, "I'll help lead the Alpha team on attacking the mothership."

"I'll stick with the Beta team then and attack from the ground," Kagura spoke...earning a stink eye from Makoto, "...It's not because I can be near Noel and Jenny."

"Liar…" Makoto deadpanned.

"Look. I know you're not happy about this...but things could get bad real fast." Max spoke, "I need to make some hard calls, and the best call is if our greatest Hero is here to defend our last bastion." he went on, "We are going to win, but only by working together and divvying up the work. I'm an old man who's seen his fair share of war kids. Charging in head first...is only the best way of getting innocent people hurt first."

"Your right Grandpa…" Ben sighed.

"Ben I know you aren't like the rest of us Plumbers...you're a hero first. But for once...I need you to be a soldier and follow this order...please." Max sighed as Ben nodded, "We'll begin planning how to open a line to attack the Mothership." he ordered, "I want our ships fueled and their systems in top order. No room for mistakes!"

"Yes, sir!" the others saluted.

"Ben, you and Makoto rest up. You'll need all the strength you need before the Incurseans break through."

"Got it…"

* * *

"Ugh...dang it. This bites," Ben muttered, sitting on a bed in one of the emergency rest areas as Makoto stood against the wall nearby.

"I know. I get what your grandpa was getting at, but...I can't sit here and do nothing," Makoto agreed.

"It stinks...we should be out there with our friends, our team…" Ben complained, "I should be out there...not him…"

"...you mean Jin, don't you?" Makoto guessed as she walked over.

"Yeah...I mean if he wins the war, people are gonna see that Harangue was right and view him as Earth's hero...while feeding into his xenophobia," Ben sighed.

"Yeah...and that's the last thing Earth needs right now…" Makoto agreed as she sat down next to him.

"Exactly...I mean, what does Jin have that I don't?" Ben asked.

"Well he was the Hero of the Ikaruga Civil War...the one who killed Ikaruga's leader, Lord Tenjou," Makoto explained.

"I mean...not my exact point...but…"

"Right...my bad." Makoto admitted.

"Yeah...but Jin...I get he's some sort of Military hero, but...I feel he was being used as the NOL'S puppet...and those guys are pretty corrupt from what you and the others told me," Ben stated "...But on the other hand, the guy seems like a complete psychopath."

"That's putting it mildly…" Makoto agreed, "But hey...least he's on our side."

"How's that…?"

"From what I can tell...he's from some point in my time where he defected from the NOL...but somewhat ready to kill Ragna," Makoto explained, "...Speaking of whom, I did not realize those two were brothers."

"Given how Jin acts, I'm surprised he's not the black sheep out of Ragna's family...or in this case, the icy black sheep," Ben joked, earning a giggle from the Beastkin.

"Ah it's nice to joke around...helps get the tension off," Makoto chuckled before her hand unconsciously grabbed onto Ben's.

"?!" Ben blinked, looking down and back up at Makoto and then repeated it several times as his face grew red.

"Ah! S-sorry sorry!" Makoto yelped as she pulled her hand back, the Beastkin trying to fight back the heavy blush forming on her face, "D...don't know what came over me there…"

"Ah! No! Not that...it was just a surprise! A good surprise...not that it was good...I mean not that was bad not at all I ju-...know what I'm gonna shut up now, and just say it was...okay…" Ben rambled.

"R..right…" Makoto agreed, looking away with the heavy blush still on her face as the two sat there in awkward silence.

"I...think we have things...to _talk_ about...but...this really is not the best of moments…" Ben spoke up finally.

"Yeah...totally agreed," Makoto nodded, shaking the blush off as she took a deep breath, "So...let's focus on what we can do."

"Right...let's focus on saving our friends...our families...the Earth...and then..._THEN_...we talk…" Ben spoke, "Which I guess we can use as an incentive to end this sooner…"

"Hai…" Makoto nodded before blinking, "...Hey Ben, your gramps took all the ships we had in the base, right?"

"Yeah…"

"...Is that car Kevin gave you after that whole forced marriage thing capable of a flight mode like Rook's truck?" Makoto asked.

"That's something else I really need to deal with, but yes...and Oh...ooooh…" he realized her point as he noticed the grin growing on her face, "Okay we both know I'm normally slow at this, so it's a good thing you are the smart one among us."

"One of us has to be," Makoto winked as she stood up.

"Again...after we save the Earth." Ben stressed as they began walking out of the room.

"Deal," Makoto nodded.

* * *

"...You're kiddin' me. He was nowhere to be seen in dere?!" Attea snapped as her Incursean soliders held a group of injured Plumbers captive.

"We checked everywhere, ma'am. No sign of Ben Tennyson anywhere," a soldier replied.

"Hmph...well it was obvious really given how easy it was to invade that b-b-base like last time..and I use the term loosely," Psychobos chimed in just as Attea grabbed one Plumber.

"Ben Tennyson..where is he?" Attea demanded, "Tell me now, and I won't have my men find yer family and vaporize dem to ashes."

"We don't know...we lost track of him and Makoto Nanaya b-"

"Her again?!" Attea snapped as she threw him into the ground "Grr...dat stupid squirrel girl keeps finding ways to fribbin' piss me off!"

"I am sensing...something that I d-d-d-don't want to touch upon...but I bet it's a female thing." Psychobos muttered.

"What was dat?!"

"N-nothing!"

"Dats what I thought…" Attea frowned, "Grr...but where did they go?! I...wait…" she turned to some soldiers, "You checked the house dey were living in, right?"

"...uh...yes?" one soldier replied.

"..."

"What's she waitn' fer?" one of the soldiers asked.

"...she's not waitin'," another one gulped, seeing her trembling in anger.

* * *

"Hoo~! Man frog princess sounds pissed!" Makoto laughed, currently driving...er. Flying a currently Upgraded version of Ben-formerly Kevin's- car through space as they hurried to join the others.

=Wow...and I thought Ragna could curse…= Upgrade muttered.

"Yeah, but I feel he can curse way worse…" Makoto stated before looking ahead, "And I spy the mothership up ahead a-" her eyes widened when the ship hit something, "Ahh! It got Rook's truck!"

=Magister Tennyson, my ship has sustained substantial damage!= Rook's voice shouted from the car's radio/communicator.

=And we can't afford to back out now…= Tsubaki whispered =...Wait Rook. What are you...?!=

"Oh my god...He's gonna kamikaze into the mothership!" Makoto gasped as she saw the burning Proto-TRUK flying towards the Incursean mothership.

=Oh I don't like where this is going. Making an energy drill to get in there!=

"No, wait! Get us to Rook and armor him up!" Makoto replied.

=Huh?=

"Dock the car with the truck," Makoto replied, "Then you make the drill!"

=I'm not following here= Upgrade admitted.

"Have you _not_ watched Hot Wheels Battle Force 5?!"

=I only saw a few episodes. Wh….oh~=

* * *

=Rook, don't do it! There has to be another way!= Max shouted from the Proto-TRUK's communicator.

"I am sorry, Magister. I have lost control of my vehicle," Rook replied, "However, this should give others an opening to get into the ship."

=Not if it means losing you!= Tsubaki shouted =I won't risk sacrificing…=

=Magister, an unknown ship is approaching Rook Blonco's ship= Jin spoke.

=What? But I didn't…= Max began before it dawned on him =...Ben…=

=Hey, partner= Upgrade greeted =I like the plan you've got, but...Makoto and I have a bit of a disagreement on the 'Rook dies' bit of the plan=

=Surprise! We went to the house and got Ben's car!= Makoto chirped =Which B-T-dubs...the Incurseans totally forgot to check!=

=Makoto…= Tsubaki growled.

=Sorry, can't talk! Gattai time!=

"Gattai?" Rook repeated before his ship shook a bit.

"To quote a cartoon about vehicles: Unite and Strike!" Makoto whooped as she slipped in from above.

Above Rook, Upgrade-Car landed on the top of the Proto-TRUK. Upgrade quickly engulfed the lower vehicle while keeping the other engulfed. Parts shifted and melded with one another as the two began to combine with one another. The wings straightened into a reverse 'V' shape before deploying plasma-made, green, jagged 'wings' from them while lasers emerged on the front sides of the wings. Four extra wheels added on to the four on the Proto-TRUK as all eight wheels were coated in armored plating with small spikes on every other plate. The front elongated and sharpened into a drill head as the back gained several thrusters. Inside, the cockpit split down the middle with the two in the two sides before it all opened up in clear casings to show everything around them as the Omnitrix emblem appeared in the metal between their split cockpits.

=You got this from a cartoon, didn't you?= Tsubaki sighed.

"Yup...and it paid off!" Makoto beamed, grabbing the control stick in her cockpit.

=Some of the best plans can come from them= Upgrade chuckled before the drill began to spin rapidly =Now hold on! It's gonna be a bumpy ride!=

"Oh dear…" Rook whispered as he quickly gripped the steering wheel in his cockpit.

* * *

"What do ya mean ya lost track of Tennyson?!" Milleous snapped.

=He ain't in here like we got informed 'bout= Attea replied.

"...Were you cursin' again, sweet daughter of mine?"

=...I was...but it's because of dat stupid squirrel girl that hangs around Ben so much!=

"...Dat's da one dat broke Jimmy's jaw back on th' ship with the Anihilaarg, right?"

=Yup...and the same one that helped disrupt our little plan back on Revonnah, and knocked me and those hunters out for a bit when we tried to take out Vilgax!=

"Grr...no way am I…" Milleous began before the ship shook, "...Clancy, what was dat?"

"Uh….Dat was the hull of the ship leading to here, boss."

"Uh huh...and who did you leave guardin' it in case anyone tries fer a sneak attack?"

"...My cousin Franky."

"Fr-You left _Franky_ dere?!" Milleous snapped.

"I thought he could handle it!"

"Franky can't handle a shot of schnapps; much less Tennyson!" Milleous shouted before groaning, "Nevermind...just get more troops down dere and deal with da problem!"

"Ya got it, Boss!"

Milleous sighed, "Nothin' is goin' right dis month…"

* * *

"Seriously what happened?! We were being all badass and poof! Ya change back!" Makoto exclaimed as she, Rook, and Ben stood within the ship, the Proto-TRUK and Ben's car covering a large hole.

"I think Blukic and Driba fixed the Randomizer...but ended up shortening the time limit on the Omnitrix," Ben answered, tapping the Omnitrix a bit, "I knew one of them smacking it with a wrench was gonna be a bad idea…"

"...And what is the good news…?" Rook asked with a sigh.

"Instant recharge," Ben smirked as the Omnitrix flashed, "Alright...time to combine again!" he exclaimed as he tapped down on the Omnitrix...and ended up with Nanomech, "..."

"...Auto Select?" Makoto guessed.

"Yup…" Nanomech sighed.

"And I think I can guess why the AI picked it," Makoto noted as she pointed at a pipe small enough for Nanomech.

"Oh...nevermind. Com-"

"Freeze!" the trio tensed as some Incursean soldiers came running in, aiming their blasters at the group, "Drop yer weapons now in da name of the Incursean Empire!"

"Yeah...One issue with that," Makoto noted.

"Huh?" the soldier blinked before yelping when his and the others' blasters suddenly exploded.

"You got no weapons."

"...I knew it was a bad idea to let Franky be in charge," one Incursean groaned.

"Hey! I…" Franky began before all but him were suddenly swept under their feet by Rook, his Proto-Tool in a rod formation, "...Uh..."

"Also, I don't have any weapons on my arms right now," Makoto noted before her tail covered her arms and moved away, revealing her tonfa, "Now I do~"

"Ah fri…" Franky began.

***WHAM!***

"Heh. Ni-" Nanomech began before he changed back into Ben, "...I don't know whether to thank Blukic and Driba later, or smack them upside the head for what they did to the Omnitrix."

"Eh, you can flip a coin later," Makoto shrugged.

"Right now, I would advise you time your transformations for now," Rook advised.

"Good idea," Ben nodded, "Now let's hurry and deal with the big cheese in charge...er. Big frog…"

* * *

"Seriously just give up," Milleous sighed as his ship tried to fire on Max's, "It's only a matter of time before my boys shoot ya down."

=Not while I still draw breath, you toads!= Max shouted.

"Guy's got guts...I wanna see 'em. Men, blast dat egg!" Milleous ordered as his men prepared to fire...only for Ben and Rook to jump in from above and knock out a few while Makoto kicked one away, "?! Intruders! Croak 'em!"

"Makoto, we need a one-woman army," Ben ordered.

"Asteroid Vision!" Makoto called as she suddenly split into a few clones.

"Rook, you deal with the communications. I'll deal with Milleous," Ben continued as he activated the Omnitrix, pressing down on the core as he changed into Fourarms, "...Was gonna go with Diamondhead, but this works too!"

"Deal with me? Ha! I'd like t' see ya try, boy!" Milleous shouted as more Incursean soldiers ran into the room and began to open fire.

"Be lucky you're not dealing with me, Big Chungus!" one Makoto shouted as she slugged a soldier.

"Ha! N...wait. Big Chungus?" Fourarms blinked at that.

"It's not an old meme yet!" another Makoto called to the first while smacking an Incursean soldier around with her tail.

"Ugh! I hate time travel!" a third whined as she pile-drived another soldier, "Our jokes aren't funny yet most of the time since its source hasn't come out yet!"

"Aw man she's right~!" another whined, patting her elbow a bit before dropping it on a downed soldier, "They're top prime jokes too~!"

"Just focus so we ca-" Fourarms began, his fist sending a soldier into a group of others in time just as he timed out, "...yup. Totally gonna smack those two upside the head next time I see them…" he groaned before yelping when Milleous grabbed him with his tongue and dragged him over.

"Alright, old man! Call of yer attack or Tennyson's toast!" Milleous ordered Max...before his own flagship began to fire upon the others, "?! Who…?!" he began before he noticed Rook at one of the consoles, who gave a salute when he noticed the Incursean looking at him, "What?!"

"Yeah...Ya should've checked what was happening around you, big guy!" one Makoto laughed, laying on top of a downed Incursean.

"...Cease fire! Cease fire!" Milleous ordered into his mic.

"...Yeah. One thing you forgot about Ben Warfare…" Ben began as he activated the Omnitrix, "Never leave the arms free." a flash of green light made Milleous look down in time to see Big Chill phase through his arm and freeze it over as he did so.

"Ah fr…" Milleous began before he was engulfed in ice, forcing him to drop his mic.

"Thank you," one Makoto thanked as she swiped the mic and handed it to Ben just as he timed out, "Got a good fake accent to sound like him?"

"It's a Brooklyn accent. Not exactly hard to get a hold of," Ben smirked before speaking into the mic with a Brooklyn accent, "Attention all Incursean Ships, do not cease fire. Plumbers have infiltrated all Incursean ships. Shoot foist and ask questions latah. Trust no one...especially me; Lord Emperor Milleous, light of da Incursean Empire a-"

=Attention troops! Dis is General Attea, Princess Scion and Teen Supreme of da deathless Incursean Empire!= Attea shouted =I'm takin' command, and I say fire on da flagship! It's what daddy would've wanted~=

"...Ben…" Makoto began as her clones vanished in plumes of smoke.

"Did I forget to mention that Attea tried to off her dad once before and failed back when we first met and I first used Alien X?" Ben asked.

"Would've been nice to tell me that before hand!" Makoto exclaimed before yelping when the ship began to lose altitude.

"Rook…!"

"Already trying to get the ship back in control," Rook replied.

"Well hurry! I like viewing stars as much as the next gal, but…!" Makoto began before the sound of ice shattering was heard, "...Milleous just broke free, didn't he?"

"Grr…" the trio turned to see Milleous glaring at them, "I only got one plan...It involves you, a lot of pain, and destruction on a planetary scale…!"

"Hoo boy," Makoto groaned, her ears drooping, "I am getting reminded of this one chubby frog Beastkin that got too drunk and grabbed my tail in the bar on my day off during my first six months at the NOL."

"...Rook, you focus on what you're doing. I…" Ben began before looking at Makoto, "No. _We'll _handle Milleous."

"Yeah! ...Wait, what?" Makoto asked.

"Bring on as many as you have...I can take all of youse," Milleous challenged just as Ben pressed down on the Omnitrix, turning him into XLR8.

"You'll have to catch me first!" XLR8 taunted as he picked up Makoto and became a blur.

"Gyah!" Makoto yelped as Milleous chased after them...by hopping, "He really is a frog!"

"And I'm gonna squish ya and make youse into flat cakes!" Milleous threatened.

"They're called pancakes!" XLR8 shouted before a familiar beeping went off, "...Uh oh."

"Tag out!" Makoto shouted, quickly hopping off as she grabbed XLR8 and tossed him into the air….and just in time as she turned and slammed her fist into Milleous' gut.

"Ack!" Millleous gagged, some spit flying out of his mouth as he bounced back a bit, holding his gut, "Okay...startin' to see why my daughter hates you…"

"We'll you're not gonna like what's coming next," Makto smirked as Ben landed behind Milleous.

"Huh?" Milleous blinked before a flash went off, making him tense before he was lifted up by Humungousar.

"Alright. You…" Humungousaur began before he timed out, "...Dang it, Blukic and Dri-OOF!" he coughed when Milleous landed on top of him.

"Ah dat felt so good...I think I'll do it again!" Milleous shouted as he jumped off of Ben.

"Oh no," Ben gulped before quickly selecting an alien and slapped down.

Milleous began to fall down...only for Crashopper to slam into his gut with a whoop.

"Quick! Guide him over here!" Makoto called out each time Crashopper jumped past her, "I wanna punch him in his stupid froggy face!"

"Not da moneymaker! It brings in all da ladies!" Milleous shouted.

"Oh boo hoo~! Cry me a river!" Crashopper shouted, shifting around a bit before using his legs to kick Milleous towards Makoto just as he timed out.

"Time for a big one…" Makoto smirked as she reeled her arm back.

"...Oh dis is gonna hurt…" Milleous dreaded, about to bring his arms up to block it before…

"Sirius Jolt!" Makoto shouted as she drove her fist right into Milleous' face, practically burying it into his cheek before he shot backwards and crashed into the wall.

"...Yup...knew it…" Milleous groaned as he slid down the wall, an imprint of Makoto's fist on his cheek as he spat out a few teeth, "Ahh...she made me spit up my gold wisdom tooth, too…"

"Hoo that felt good…" Makoto sighed in relief, flexing her hand a bit before looking behind her, "Oh look at that. We crash landed safely…"

"Thank goodness…" Ben sighed as he got up.

"Ugh...dis…" Milleous began before Rook slapped some cuffs onto his wrist, "..."

"Emperor Milleous of the Incurseans, you are under arrest," Rook informed, "Your charges are assault upon a Planet with intent to conquer."

"Anything you say or...ah forget it. You're gonna be thrown into the slammer," Makoto added.

"Oh and last I checked…" Ben began as he pulled out Chadzmuth's card, "You're on Chadzmuth's blacklist since he doesn't cover planet conquerors, and the fact you once threatened him over losing a case involving...I forget."

"Grr…"

* * *

"Surrender now!" Max and Attea ordered in unison, aiming their blasters at each other as their respective ships had landed near Milleous' flag ship.

"I'm afraid we have you outnumbered," Max stated as some Plumbers ships flew above them.

"...Look a little higher," Attea smirked as some Incursean ships flew above them.

"Oh cute. She thinks she's clever. Oh wait…" Kagura began before he stepped out with his team just as Tsubaki and the others arrived, "We have a retort."

"...So? My ships have enough firepower to level an entire city, so now who's outnu…" Attea began.

"Call off your ships, Attea," Attea looked over to see Ben and his team standing near the flagship, rook keeping his Proto-Tool ready as he stood behind Milleous, "Or say goodbye to daddy."

"Go ahead. I dare you!" Attea challenged, earning a raised brow from Milleous, "Daddy, please. It's not like he has the guts to do it," she explained as Psychobos walked into the area, a remote control in his claw.

"...Here's what's gonna happen, kid…" Milleous began as he looked at Ben, "Yer gonna let me go, yer gonna leave dis planet...and _never _come back."

"...And why would I do that?" Ben asked with a frown, "We beat you, we took down your flagship, and you're surrounded. What else do you…?"

"Wait…" Tsubaki spoke as her eyes began to widen a bit, "...Kajun, earlier you detected some energy signatures aside from the Incurseans' ships, correct?"

"I did. Wh-" Kajun began to ask before it dawned on her, "...A secret weapon."

"Bingo," Milleous smirked before looking at Psychobos, "Do it."

"...With pleasure," Psychobos said as he pressed the button.

* * *

"What? They...they're retreating?" Bumblebee blinked as he and the Autobots watched some Incurseans running away, "Huh...That was easier than I thought."

"Nah...That felt _too easy_," Jazz stated, Ratchet currently looking him over for any injuries.

"That retreat pattern…" Ratchet muttered before his eyes widened, "They're retreating to deploy heavy hitters."

"What?" Bumblebee asked.

"When we were deploying the Supremes, the basic tactic was to retreat in that. same. pattern," Ratchet replied.

"...So they got something as big as a Supreme?" Bumblebee paled, "...Please tell me that's wrong, because I believe humans call this a 'red flag moment' right now!"

"No…" Silverbolt spoke as he landed near Optimus in Robot Mode, "Something far worse…"

"?" Optimus raised a brow before looking up...only for his eyes to widen as a large shadow began to loom over them, "By Primus…"

* * *

"Yeah you better run!" Dani shouted as the Incurseans began to run, "Heh...Saw that, Danny? We just took down our first alien invasion!"

"You snuck a large soda from Nasty Burger during this, didn't you?" Danny asked.

"...Only three."

"Dani…"

"What? It gave me the energy to help ya guys fight off th-why did it get dark all of a sudden?" Dani blinked.

"Maybe..._that_," Sam replied as she pointed up at the sky.

"Okay...That is not good. Very not good," Tucker squeaked.

"Huh?" Danny and Dani blinked before looking up, "...Oh crud/That's _so_ not fair…"

* * *

"Huh? Hey! HEY! Where are you going? I ain't finished with you, ya idiota frogs!" Puma Loco shouted to the fleeing Incurseans...who were in just their boxers, "Hmph….sore losers. Couldn't accept defeat like a r-" he tensed when the ground shook violently, "Ai dios mio! What was that?!"

"AaaaaaaaHHHH!" a voice screamed as something crashed near him, hitting the nearby wall, "Ow...that hurt…oh hey, Grandpapi…"

"Ai ai ai...Manny, how many times do I have to tell you; land with your knees and not the back," Puma Loco scolded as a robotic arm came out of the back and picked up the figure that hit the wall, revealing a young teen wearing a brown and white tiger-themed costume with metal claws over his fingers, bright green slit eyes, a red scarf, an actual tail and ears, and a belt sporting a metal buckle imprinted with a 'T' in the center, "Otherwise you get stuck in a sombrero mech in your elder years."

"Sorry...me and Frida managed to chase off some of those peros, then all of a sudden some huge thing landed and punted me away…" the young-teen groaned.

"Huge thing? What…?" Puma Loco began before looking out in the distance...a look of dread on his face as he saw a massive figure being seen within the slowly fading dust cloud, "Oh..._that_ huge thing…"

* * *

"...Wh...What the…?" Jenny whispered as the group stared on with wide eyes, looking at the massive figure that towered before them.

It was a To'kustar, only..it seemed tainted...mutated. Far different than Way Big. It was a mix of tainted dark-grey and purple with a few 'cracks' along it while its fingers ended in claws. Its face resembled more of a skeleton while its eyes bore no pupils and were completely red. It gave a roar as one by one, three more rose up behind it, one seemingly female in appearance.

"T...To'kustars...they have To'kustars under their control…" Rook whispered in dread.

"Yup," Attea smirked, resting her arm on top of Psychobos' head, "Though given how peace loving dey are, da doc here decided to experiment on them to make them more...appropriate fer our cause. And as for how we can control dem...take a wild guess."

"...The Super Concentrate," Tsubaki realized.

"Correct. With the little sample I managed to obtain, it was enough to control all the To'kustars I had in m-m-m-my lab," Psychobos clarified, "And with a simple mental command, I can control all the ones deployed all over the Earth and have them d-d-d-estroy your precious cities."

"...Tch...and all our resources are already used up…" Jin frowned, "They've cornered us…"

Ben was about to activate the Omnitrix, only to see it was out of power. He looked on at the Mutated To'kustars roaming about...before looking back at the others. Even if he could...Milleous can have Psychobos attack his friends...his family. Everyone on Earth…

"...Fine….you win," Ben sighed.

"?!" Makoto's eyes widened at that, "Ben..d-"

"He's right Makoto. It...it's a battle we already lost…" Tsubaki sighed.

"But th…" Makoto began as she spun to Kajun.

"Unfortunately, we never finished before they began to invade," Kajun admitted.

"Oh no…" Noel whispered as Robotboy stood near her defensively.

"Heh…" Milleous smirked as Ben hung his head, "And if I see you in dis sy...no...Anywhere in dis _universe_, my Mutated To'kustar pets will destroy everyone and everything you care about."

"Ben...Ben come on. Don't give up," Makoto spoke as she moved before Ben, "You can't just…"

"We have no choice, Makoto…" Max spoke, earning her attention, "They've won...Earth is theirs…"

"But...I...no no….this…"

"I hate it, too...but I don't see a way to win this," Kagura admitted.

"Heh heh...not so cocky now, are ya rodent?" Attea smirked as she looked at Makoto, "Oh and don't worry...I'll be sure to touch Ben up a bit before we ship him off universe."

"..." Makoto just stood there, her hand balling up into a shaking fist before she took a deep breath, "...Fine. Then let me go with him."

"...Ha! And why would we do that?" Attea laughed, "In fact...How's about we send you in a separate pod and fire ya into the sun?"

"Because if you don't...then I guarantee you that I will destroy each and every one of you Incurseans...starting with you, frog princess," Makoto countered.

"...Be careful what you say there, bitch," Attea scowled, "Otherwise we're gonna make an example of ya."

"Oh? So you're going to hide behind your daddy's pet attack dogs?" Makoto taunted.

"Makoto, what are you doing?" Mai hissed.

"Just trust me," Makoto whispered back, not once turning away from glaring at Attea, "But yeah...you only throw your own 'weight'...and I use the term loosely, which is how that saying goes crabby…"

"Grr…" Psychobos growled at that.

"As I was saying, you only throw your 'weight' around because you hide behind your and daddy's titles, so maybe...know what? I won't apologize for saying this, because it's about time someone knocked you down a peg, you smug...little.._cunt_," Makoto finished.

"?!" Practically every male in the area just stood there, multiple red-flags raising in their mental minds.

"..." Attea's eyes twitched violently before she took a slow, deep breath, "...Psychobos...order one of the To'kustars...to kill that squirrel girl."

"What?!" Ben's eyes widened at that, about to rush in before some Incursean Soldiers grabbed him, "No!"

"Stuff it, Tennyson!" Attea snapped as one of the To'kustars roared out and began to approach, "She's gonna be an example of what happens when you defy the Incursean Empire!"

* * *

"We're getting pushed back," Torakaka frowned.

"Tch...Can't believe a buncha frogs are making me use this," Ragna scowled while holding up his Azure Grimoire, "**Restriction Number 666 release...Dimensional Interruption Field Deployed…**" The black and red smoke flowed from the opened sphere on his fist and covered it, "**BLAZBLUE ACTIVATE!**"

"Did his arm jest change forms?" an Incursean asked.

"Don't mind that! Let the To'kustar deal with 'em!" another shouted as a Mutated To'Kustar peered in and began to extend its claws into Undertown from the hole above.

Ragna looked up at it before swinging his transformed limb. The To'Kustar screeched while reeling back its limb while the shredded remains of its head fell around Ragna, his dark limb raised above his head while he glared at the Incurseans...who were staring with wide eyes.

"...God, if youse really do exist…" one Incursean began as he looked up, "...Please let Tony go down foist!"

"Hey uh, God? It's Tony. Tell Vinnie he sucks right now!"

* * *

"?" Hibiki glanced towards Bellwood, _'Seithr is in the air?'_

"Ahh!" Makoto yelped as she barely avoided a swipe from the Mutated To'kustar's claws, which rendered into one of the Incursean ships as it tried to hit the Squirrel Beastkin. After another attempted slam, Makoto quickly ran up its leg before she punched it hard in the face, sending it staggering back a bit, "Ahh...ow. Talk about rough skin…!"

"Makoto, look out!" Tsubaki shouted.

"Wh-AHH!" Makoto cried out when the back of the To'kustar's arm smacked her away, sending her crashing into Milleous' flagship.

"Makoto!" the girls shouted.

"I'll be..fine!" Makoto grunted as she managed to pull herself out, spitting out some blood, "You guys run and find someplace to hide!"

"What?! But…" Noel began.

"I'm not gonna lose any of my friends!" Makoto shouted before doding another slame from the Mutated To'kustar, the shockwave causing her to skid back a bit, "Just get out of here!"

"But…"

"She's right…" Tsubaki spoke, her hair shadowing over her eyes, "She's going to give us time to think of a counterattack...even if it means we never see her again."

"But...Tsubaki…" Noel began.

"We can't just…" Jenny began.

"If we don't go now...we won't be able to save anyone…" Tsubaki spoke, "I don't like it...but it's what we _have_ to do."

"She's right. This is our only chance…" Max added.

"..." Noel was about to say something before Robotboy put a hand on her shoulder, making her look to see a sad look in his optics, "...Okay."

"It sucks, I know...but that's what war is…" Kagura sighed, _'Damn it, it's Ikaruga all over again…Only on a planetary scale.'_

"...Makoto…" Jenny began, earning the Beastkin's attention as she dodged another swing from the Mutated To'kustar, "You better make sure you and Ben come back to us safely!"

"Can do!" Makoto nodded as the others began to retreat.

"Oh no, ya don't!" Attea snapped, she and a few Incurseans preparing to fire on them before one of Hibiki's ejected blades slashed through their blasters, "?!"

"Milleous...I thought you were in charge here," Ben spoke, getting his attention, "I agreed to give in to _you_...not a false commander."

"Hmm," he mulled that over, "Okay, that's enough!" he snapped, making Attea stop, "You can stop embarrassing us now, Daughter of mine."

'What?!" Attea exclaimed, "But...daddy…"

"Listen…" Milleous began as he walked over and whispered to her, "If you kill da girl, Tennyson's most likely gonna snap and get us da moment that watch of his recharges...and if we kill Tennyson, who's gonna stop da squirrel girl from snapping both our necks in her anger before goin' on a bloody rampage?"

"But…"

"Just shut up and leave the thinking to smart people, will ya!?" he complained, "'Sides, what should I care if Tennyson leaves the planet with his woman?"

"It's...we're...it's complicated!" they both spoke.

"Oi vey...I don't needs this…" Milleous groaned, "Just put em in the extra large pod!"

"...ugh...fine!" Attea groaned, "Psychobos, call it off!"

"...fine," Psychobos groaned before pressing the remote, causing the To'kustar to stop in its assault.

"Think the others figured enough from their demonstration?" Ben whispered to Makoto once she staggered over, her armor cracked as she wiped some blood from her lip.

"Hopefully…" she whispered back, "I like your Way Big form better." _'But now I dread they got something akin to Belial waiting in the shadows…'_

* * *

"This is Will Harangue, coming to you live from the Incursean News Network," Harangue called as Ben and Makoto were stuffed into a large pod, their wrists bound in chains and cuffs, "The crowd rejoices silently as our benevolent Incursean Overlords bestow upon mankind their greatest gift...the banishment of Earth's greatest threat, Ben Tennyson."

Jin said nothing as he stood by, a small scowl on his face as he glared at Harangue a bit...but wanted to wait and give his piece once he was done speaking.

"Even though the rest of his team of freaks and traitors to mankind have escaped, it is but a sign that they'll be caught, along with the rest of Earth's menaces, finally making it peaceful for us once again," Harangue continued, "Oh...and to those old people who threatened to sue me over Jenny Wakemen...I no longer care, because if you defy the Incurseans, you're betraying Earth...your entire race."

"I really hate that guy…" Makoto scowled once she and Ben were strapped in within the pod.

"Heh...Look at dat...I did what Vilgax couldn't…" Milleous smirked as the pod closed up, "I beat Ben Tennyson and took over Earth."

"Agreed my lord, and I wholeheartedly welcome our new saviors," Harangue nodded just as the pod took off into the air, "Because now we can breathe a sigh of relief...as we are now free of Earth's most dangerous menace. Goodbye Ben Tennyson...and good riddance."

The crowd watching this...they said nothing...or rather they couldn't protest what just transpired as some soldiers kept their blasters waiting. Even the humans that had supported Harangue earlier...even they felt this was wrong.

"Okay now...let's get onto more impor…" Harangue began before noticing Jin, "Ah, my boy. I was hoping to find you. Now, I want to…"

"I'm cutting ties from you."

"Excuse you?"

"I'm done with you," he explained, "I chose to fight for humanity...and refuse to bow to anyone not so."

"...Heh. You're joking, right?" Harangue asked, "I mean look. At first, I was afraid of these guys, but I saw them wrong. They're going to free Earth from those super-powered freaks that plague it...not that you count. You're what Earth should have...a true _human _hero. A hero that fights for real freedom!"

"This is not freedom….it's fear," Jin argued, looking out at the crowd of humans, "Fear of becoming the next to be sent off planet like this or worse."

"It is not fear. It is order," Harangue argued back, "I mean..you told me this NOL group you were part of did the same."

"I did...or rather I thought so...and it sickens me," Jin admitted as he began to walk away.

"Hey...hey! Don't you walk away from me! I gave you a home when you had no place to go!"

"I only came here to tell you that I am cutting ties from you…" Jin stated before looking back, a cold glare in his eyes, "If I ever see you again, I'll cut you down where you stand, coward…"

"C...coward?!"

Jin merely turned away and continued to walk on.

"...My lord?" Harangue spoke, earning Milleous' attention, "Remember that Jin boy I told you about?"

"Yeah…?"

"I change my mind...He's as much of a menace like Tennyson and the rest of the 'so called heroes' infecting Earth," Harangue scowled.

* * *

"That should be the last of them," Ester spoke, sitting on top of an Incursean Solider.

"For how long, I don't know…" Ragna growled, the aura still surrounding him as his arm slowly changed back to normal, "For now, we'll need to rest up a-"

"Bad news…" Torakaka spoke as she approached, a Kaka Clan scout near her, "The surface has fallen to the enemy...and Changing Guy was sent off the planet."

"?! ...Tch. They must have had a ton of those giants and threatened innocents," Ragna scowled.

"That's not all…" Torakaka began as she moved out of the way, letting Ragna see Tsubaki and the others approaching, Noel holding Robotboy in his powered down state.

"Magister Tennyson bought us time to escape into here while he distracted some Incursean soldiers," Mai explained.

"Mmm…" Luna whimpered a bit, holding onto a large stuffed cat as she looked down, "He was also saving Luna when those stupd frogs found her…"

"Just great…" Ragna sighed, "...How fast can we get a blockade set up at that hole?"

"Not soon enough," Ester replied.

"Pakmar?"

"Pakmar is out of ammunitions and Pakmar does not have a security system," Pakmar replied.

"Tch. Your tribe?" Ragna looked at Ester.

"Incurseans avoid hot places like the plague and it's deeper than the To'kustars can easily access," Ester replied, "We'll be alright if we stay in there."

"Get them there," Ragna ordered, "Torakaka…"

"We can provide shelter in the Kaka village for everyone here," Tora replied.

Ragna nodded, "Everyone, follow the Kaka to their village. While making our way there, get as many food supplies as ya can. Medical supplies, too."

"I really don't like the feeling we are now a rebellion on our own world," Mai spoke up as everyone began moving, "But...what can we really do?"

"It's our best option…" Jenny spoke with a sigh, "And it really stinks…"

"Hopefully Jin can buy us time…" Tsubaki stated.

"..." Ragna looked at her.

"Um…"

"If you can reign in his crazy frozen, moon-fearing ass, you can keep him," Ragna stated before moving on ahead and leaving behind a blushing, stammering Tsubaki.

"I mean...do we want to keep him?" Jenny asked.

"Well…" most of them muttered.

"Let's face it, he's just gonna start to bug me once all this is over...and the only difference is in this timeline...I can get a restraining order out on him!" Ragna ranted.

"Seems like an overreaction to me…" Kajun muttered.

"Oh ho~! Trust me...it is _not_!" Ragna exclaimed.

"Ben...Makoto...please be safe…." Noel whispered.

* * *

"...So...this is what banishment is like…" Makoto muttered, looking on at space from her seat in the pod, "Ugh…stupid frogs…"

"Agreed," Ben concurred.

"And what's worse...if we're seen anywhere in the universe, our friends and family suffer…" Makoto added, "It's lose-lose for us either way…"

"Eh...That's true…" Ben grunted, trying to get his hands free, "But...at least for now...we got each other. Imagine how much worse this would be alone."

"Yeah….we do," Makoto nodded.

"...Though...I gotta ask…" Ben began before shooting a small glare at her, "What possessed you to anger Attea and getting a To'kustar sicced on you?!"

"Wh-Seriously?! You're getting mad at me?!" Makoto snapped.

"Yes! You could've run off with the others and helped find a way to beat the Incurseans!" Ben shouted, "But no...you had to piss them off enough to get yourself banished too!"

"Well maybe I had reasons, okay?!"

"Yeah, well...I...I didn't like the idea of you getting hurt…" Ben admitted.

"Yeah well…" Makoto paused as she blushed, "I didn't want to lose you…"

"So...we...uh got time now...wanna have that talk?" Ben asked, blushing slightly.

"...Considering things...I think so," Makoto replied before the lights of the pod flickered off.

"...I hate you, universe," Ben groaned.

* * *

_GT: Well...This sucks. Earth's taken over and now we've got frogs in charge of us._

_Z0: *being taken to prison* I'm sorry...I attacked them…._

_GT: *facepalms* _

_SZ: Damn it...and Harangue just keeps proving how vile he is...seriously! Not even Jameson from Spiderman would do something this low! I mean...sure he sicced certain villains on Spidey...but at least he never sold out his planet to an invading alien species!_

_Z0: I escaped! *running while still in a straight jacket* You'll never take us alive!_

_GT: ...Well, while we get Z0 back into another straight jacket so we don't get captured by these guys, may as well review the chapter folks._

_Z0: NEVER! *teleports away before returning* Oh wait I forgot my accomplices *straight jacket sleeves wrap around SZ and GT* We spit in the face of order and refute thee! Hahahahahaha! I speak for all of us!_


	37. Frogs of War pt 2

_SZ: *sits in chains* Well...this sucks._

_GT: *outside of the cell, wearing a janitor's outfit and cleaning the floor* Apparently, groveling works better than showing evidence. *looks up in orbit, where Z0 is stuck in a tiny metal ball, unable to escape or force it to fall out of orbit* That and finding that metal that Z0 can't break out of with his powers. Well, we don't own any series used for this. Enjoy while we wait for the end results._

_Z0: *Metal prison begins denting and expanding* _

* * *

"Okay, you're good," Kajun noted, sitting at an odd-looking device that seemed to have been cobbled together from several radios.

"Thank you," Tsubaki thanked as she picked up the microphone connected to the device, "To anyone who is able to find this signal, I am Tsubaki Yayoi of the Plumbers, an intergalactic police who do our best to provide aide where it needs it and to protect innocents. As of the time of this broadcast, it has been one month since the Incurseans, a race of amphibious aliens, has taken over the planet Earth through the use of a race of alien beings born from cosmic storms - the To'kustars - and has banished Earth's greatest hero...Ben Tennyson, otherwise known as 'Ben 10.' Before you try and turn it off, that…" she paused as she tried to suppress her rage, "That _man _Will Harangue has been feeding you nothing but lies. Ben...everyone on Earth that has been fighting to protect you are not menaces. They are heroes...but...it is thanks to him that he is weeding out all the heroes for the Incurseans to capture...by using one of the most vile tactics known...targeting their families and loved ones, causing them to give up and be captured. In fact...as of this...once the Incurseans have gathered all of Earth's heroes, they'll do the same to them as they did to Ben 10. Listen...I know most of you are afraid, but...we can't let this happen...we…" she paused once more as she held back a sob, "We can't let this injustice stand...what Will Harangue is feeding you..what he's doing isn't for freedom...it's for fear...and we can't let that fear control us…" she took in a shaky breath, "I...I don't want this to befall on anyone...this...this despair. We have to stand up and fight...and pray that someone...somewhere will help bring hope back to our planet…Thank you." she hung up at that, "..."

"It's shocking how much can change in a month," Kagura noted, looking at the latest 'news' from Harangue, "We've been lucky so far that they haven't had luck finding the Kaka Village."

"Considering how one has to get here, it's not surprising," Mai noted, bandaging a Kaka woman's uncovered arm while a paper bag was over her head to hide her face.

"Any news on the above team?" Tsubaki asked while looking over at Noel, sitting at another makeshift device.

"Gwen, Kevin, and Rook managed to take out some Incursean ships during one of Harangue's broadcasts, demo…" Noel paused as she looked down, "Jenny ended up captured while throwing them off their trail."

"Tch. That's gonna be a setback," Kagura frowned, "And the other above team?"

"Checking in now," Noel replied, turning a few knobs, "Hello? Beta Team, come in. This is HQ. Please report. I repeat, Beta Team, come in. This is HQ. Please report."

=This is Beta Team, reporting= Hibiki answered =We managed to get supplies from Mr. Baumann, but our normal route has Incurseans...with Argit among them=

"Of course it'd be him," Tsubaki groaned.

=But that's not the worst of it…= Hibiki continued =It would seem they've managed to acquire some Amber Ogia and, from what we've overheard...Harangue wants to use the Super Concentrate for something=

"Making everyone obey the Incurseans, probably," Kagura noted.

"No...given the type of man he is...He'll make people-most likely the parents of the heroes that have been captured so far-...think exactly like him," Kajun scowled.

"Hibiki, is there any news on Ben-san's parents?"

=None= Hibiki replied before laser fire and tiger roars erupted on the line.

"Ah! Wh-What was that?" Noel asked as angry Spanish came out of the line at times.

=It's Bumblebee and two younger teenagers= Hibiki replied =Seems he's adopted a new alternate mode and recolored himself. Based on previous reports, one of them seems to be a 'Dani Fenton' and the other is the one cursing them out in Spanish. Orders?=

"Get them down here," Kagura replied, "The more people we have on our side, the better."

=Understood…=

=W-wait, wait! Not the f-AHH!= Argit screamed in the background before communication ended.

"Good thing we made a fake base on that route," Kagura noted, "Sucks we've lost it, though."

"I think it can be safely agreed on that Undertown should ban Argit," Tsubaki noted.

"We know many recipes for porcupine and rat," the head of the Kaka Clan offered, "This will be the first time we'd have something that's both at the same time."

* * *

"So what's the orders?" Ragna asked as Hibiki looked at him, Taokaka, and Torakaka.

"Assist and get those three to the village. If she has the same powers as Danny Phantom, then getting Bumblebee in and out of the village will be simple enough," Hibiki replied before bopping Tao's hand as she tried to grab the bag of food he had again.

"...I...I'm sorry, but did you just say 'phantom?' As in….gh...ghost?" Ragna gulped.

As if on cue, an Incursean attempted to strike Dani with his tongue...only for it to go straight through her as she had become intangible, floated above the extended tongue, became tangible, and blasted the Incursean that tried to grab her.

"...Nope….nope!" Ragna exclaimed as he shot up, "SO MUCH NOPE!"

"Eh? Good Guy's scared, nya?" Tao blinked before Ragna ran off, "Nyah?!"

"Ragna we need t-"

"BRING HER BACK ALL YOU WANT, BUT KEEP THAT GHOST AWAY FROM ME DAMN IT!" Ragna shouted, crashing through a group of Incurseans that tried to jump him as they were sent flying.

"...The heck was that?" Bumblebee asked, currently in the form of a black with yellow accented 2009 Camaro Concept, "I mean I knew you humans were weird but...that...that was just freaky."

"Let's just say humans have certain things they're afraid of, Bee," Dani explained as she landed near him, "And in his case...I guess he's really afraid of ghost."

"...But...you're half-ghost, right?"

"Well…"

"Raaa!"

"Ahh! El Tigre, stop! W-" Dani began before Manny ran past her, pouncing on top of an Incursean that tried to fire on him.

"Give back mi familia, you stupid toads!" he snapped as he shook him.

"I don't think underpaid grunts can help ya," Dani deadpanned, putting her hands on her hips, "If they could, I'd have possessed them into doing so. But they can't...and also I don't want to go into a frog...I ain't no Disney Princess, so keep that away from me."

An Incursean began to get up and aimed a blaster when Hibiki's foot met his face, knocking him out. A pair of blurs zipped by several Incurseans...before they all screamed as their clothes and weapons were shredded along with bits of their skin being torn into. One tried to flee only for Ragna's fist to meet his face, knocking him out as Tao and Tora stopped at his sides.

"There...It's done," Ragna sighed.

"Boo," Dani spoke, appearing next to him.

"Gh?!" Ragna tensed, about to punch if Hibiki hadn't caught his Azure Grimoire limb.

"I like you," Dani smiled, a mischievous smile indicating this would be a bit now.

"Why haven't you Transformed, Bumblebee?" Hibiki asked.

"You know me?"

"The Plumbers have a file on all of you thanks to reports from Tsubaki, Noel, Mai, Kajun, Jenny, and Makoto," Hibiki replied.

"You know those gals? Are they safe?"

"Jenny was captured earlier," Hibiki informed, "And why haven't you transformed?"

"Oh, well...I'm stuck," Bumblebee replied =Something's stuck and I can't change."

"...Did you detect anyone sneaking into you?"

"Yeah. Him," Bumblebee replied, his headlights flashing on El Tigre, who was still shaking an unconscious Incursean, "Found him a few days ago. Was stuck in a robot arm attached to a rocket that was out of fuel."

"Did you think he might've not been alone?"

"Huh?" El Tigre blinked as he dropped the soldier, "Of course I was alone. Only time we got out was when we stopped near my house so….wait...Frida!"

"What's a Fr..." Bumblebee began before music began to blur out of him, "AHH! TOO LOUD!"

"Pop the lid," Ragna ordered, a wrench in hand.

His hood popped open and Ragna dug around. After a few moments, he pulled back, grunting while tugging on a bunch of blue-tinted hair. With one last grunt, he pulled out a young teenage girl with long blue hair in messy red and white clothes stained in oil with a pair of broken goggles and a guitar. Bumblebee twitched before his quickly transformed, groaning as he stretched and showed he had retooled himself to look stronger with the wheels being on his feet and his shoulders with the front doors acting as tiny 'wings' on his back.

"Heh heh...finally someone noticed…" the girl chuckled sheepishly before Ragna dropped her, "Ow! Jerk..."

"Word of advice, kid? Next time you decide to sneak into a car, make sure it isn't a transforming robot," Ragna stated.

"You were in a compilation Tsubaki and Rook Blonko were creating on world heroes," Hibiki noted, walking around El Tigre, "Manuel Pablo Gutierrez O'Brian Equihua Rivera, 'Manny' for short. Better known in Miracle City, Mexico, as El Tigre, son of hero White Pantera and grandson of villain Puma Loco who has stolen several times from the Earth Plumbers prior to them being absorbed into the galactic Plumbers organization."

"Wait...I have a file...by _space cops_?" El Tigre blinked.

"Everyone has a file," Hibiki replied cryptically.

"Alright, alright. Less jabbin', more escortin'," Ragna ordered.

"What the now?" Bumblebee asked.

"We have a base underneath the city with the leader of our resistance being Tsubaki Yayoi."

"Ain't that the chica on that radio signal earlier?" El Tigre asked, looking at Bumblebee and Dani.

"Yeah. So you all know her?" the Cybertronian asked.

"We're part of the resistance and good friends with her, nya," Torakaka replied before feeling Frida pulling on her tail, "...Please stop that, nya."

"Woah..It's real…" Frida awed before looking over at El Tigre, "Manny, these gals are legit cat-women!...Do you think if they bit me, I'd turn into a werecat?"

"I don't think that's how that works, Frida," El Tigre deadpanned before shaking his head, "N-nevermind that! Where were you?! I looked all over Miracle City for ya after it fell to those frogs!"

"I was hiding near your house after those freaky gigantes started smashing everything to get to your dad and gramps," Frida answered, "Then when I saw you riding in the car with that ghost girl, I snuck into the trunk...honestly I did not see him transforming into a robot coming."

"It's part of the gig," Bumblebee replied, "Transformers...more than meets the eye~" he sang.

"Did you just do that?" Ragna deadpanned.

"She's been playing songs nonstop in me at night. I thought I was glitching out," Bumblebee argued, "Also you try living life when your brain is part radio and having to use it to speak for a few months. See how long 'till you start singing show tunes when you're bored."

* * *

A transparent Bumblebee raced out of a wall before skidding to a halt in the center of the village. He turned solid and everyone came out with Hibiki holding a groaning Dani, no longer transformed.

"Don't make me do that for a group this big for a while…" Dani pleaded wearily.

"Apologies…"

"Least she's not trying to jumpscare me again…" Ragna muttered as he climbed out.

"Welcome ba…"

"GYAH!"

"..." Noel blinked twice as she looked up at the ceiling, where Ragna was currently hugging a stalagmite, "Ara?" she blinked a couple more times with an adorable look of confusion.

"Hey, Noel!" Bumblebee greeted as he transformed.

"Eh? Bumblebee?" Noel blinked twice, "You look different."

"Had to take on a new alt mode," Bumblebee explained, "After those mutated To'kustars beat down everyone, Big Bot had me get out of there...by hitting me with the hammer just before he got grabbed by them. Ended up all the way in Miracle City and had to make a big drive back up to the States during the night with Manny here after he crashed into my left window. We ended up in Amity and met Dani there and we thought 'Why not go to Bellwood? There'd be guys to help there surely.'"

"And we're glad we did…" Dani added before frowning, "And hoping to find that Harangue Jerk for selling Danny out like that."

"They caught Danny, too?" Noel gasped.

"Yeah...After those jerk frogs threatened his family, Tucker, and Sam," Dani answered, "Threw him into a Fenton Thermos so he couldn't get out of where they're keeping other heroes in the States in to shoot off into space later."

"Oh dear…" Noel muttered, "Well you're okay at least. So we have more help around here."

"Just...give me time for a nap and I should be good to kick butt again," Dani mumbled, shaking her head.

"We have cots set up over there," Noel replied.

"A whole city of cat ladies!" El Tigre gawked, "So cool!"

"Nya?" Tao blinked as she bopped his head, "He's like a kitten…"

"Wait...Why can't we see their faces?" Frida asked, "...Imma…"

"Don't!" Almost everyone shouted all at once.

"Que?"

"If a Kaka Clan's face is revealed to someone, that person ends up becoming their mate, nya," Tora explained.

"Gross…" Frida replied simply, instantly losing interest.

"They're kids…" Ragna shrugged simply as he landed.

"Welcome ba…"

"GYAHAHAHA!"

"..." Tsubaki looked up at Ragna once more clinging to a stalagmite, "...What happened?"

"Dani did it," El Tigre and Frida replied, pointing at the direction Hibiki had taken the ghost girl off.

"Yeah, I did!" she declared from that distance.

"That's a sturdy cave tooth…" Tao muttered before they heard a cracking sound, "Was..._was_ sturdy…"

"...Sh-" Ragna began before he and the stalactite fell into the river.

"Ragna...how about you take up guard duty...and stay away from the kids?" Tsubaki offered as he pulled himself out, "Something tells me it's safer for your health that way…"

"...Good idea…" Ragna groaned, "Less I'm away from Luna, the better."

"Luna heard you, L...er….Jerkedge!" Luna's voice shouted.

"Bite me, brat!" Ragna snapped, shaking his currently wet jacket as he stomped off.

"What a month, huh?" Bumblebee asked.

"Yes….it has," Tsubaki sighed.

"...Where's Makoto? I'm surprised she's not trying to brighten th-" Bumblebee began.

"She was banished from Earth as well."

"Huh?! Wh-"

"She insulted the incursean Princess enough to get one of the To'kustars sicced on her."

"That sounds like her...but I feel there is an ulterior motive…" Bumblebee muttered.

"To give us time to escape…" Tsubaki explained, _'And most likely because of Ben, too…'_

* * *

"...Still not enough," Jin frowned, looking down at a table full of weapons with Rook and Kevin, "Were these all you could recover after they found you?"

"Sadly yes," Rook answered, "We need more than this to mount a full-counter attack."

"Hey. Be lucky we managed to get these after dodging the Way Bads for two weeks now," Kevin argued.

"Yes...and in the process lost Jenny," Rook stated with a frown.

"She gave us time, Rook. She knew this wasn't going to be easy," Gwen pointed out nearby, Blukic currently working on something, "Besides, these raids aren't getting us anywhere...We need to find out where they locked up Grandpa Max."

"Could be they're usin' our own HQ's prison cells fer detainin' folks," Blukic noted, "After th' reports we's been gettin' 'bout them super folks that Tsubaki and Rook have been makin', we done been adjustin' them t' contain folks that could be attracted t' folks like 'em with similar powers."

"...So a jailbreak…" Jin noted, "...Bad idea. Before Levin nearly ran me over earlier, I was passing by a heavily guarded building that looked like it had been a plumbing shop."

"That would be Grandpa's cover business that hides a main entrance into the Plumber HQ…" Gwen sighed, "I told him that was a bad idea."

"No it w…" Blukic began before sighing, "I miss Driba…"

=Attention Earth nobodies, dis is yer leader Emperor Milleous speaking= Milleous' voice spoke as a holographic screen popped up =First of all...good news. Thanks to dat Harangue guy, we found out and finally captured this 'Symbiotic Titan' dat's been goin' around the news...and what's even better? It was Galalunans! Talk about lucky...Never banished Galalunans before. As fer da bad news…= a frown soon grew on his face, =I am sick of all dese attacks! It's expensive and it does not do no good. What part of 'resistance is useless' did you not get? You must learn to turn in anybody dat fights the occupation...Dat defies my law. Otherwise...Dr. Psychobos? Show dem the whys by stompin' dat Lincoln Memorial place...no no wait! Replace dat Lincoln guy's head with mine to remind dem who's in charge=

"Oh now that's just tacky…" Kevin replied to that.

=Oh. And replace da Statue of Liberty's head with my precious daughter's face=

"And that's just disrespectful," Kevin frowned

"It's those things that are the key factor," Jin scowled, "If we could take out Psychobos, they would lose control of their heavy hitters." he opened the door, "Hibiki!"

"You require something?" Hibiki asked, standing between Kevin and Gwen and making them jump back from surprise.

"...Seriously, is this guy part ninja or something?" Kevin muttered.

"You saw the announcement?"

"Yes. Based on the interior designs, this was taking place on Emperor Milleous' flagship," Hibiki informed, "Based on its location and where intel was able to find about where Psychobos resides on Earth, the Plumbers HQ, he is-based on his preferred method of transportation-currently a highly visible figure."

"How do you find this stuff out?" Kevin asked.

"He's like crazy good at interrogating people," Kagura spoke, appearing in the room next, "Sup? I got bored."

"Who did you…?" Jin began before Kagura held up a picture to Jin and hid away from the others, "..." he cringed, "And he's still alive from that?"

"Yep."

"...That is a resilient rat," Jin stated as Kagura put the picture away.

"No kiddin'..." Kagura nodded, "But anyways, we wait for the right moment to strike...the moment Psychobos' ship lands…"

"We grab him before the Incurseans realize he is gone," Rook finished.

"Bingo," Kagura grinned, "But we can't use the freeway near the flagship. No doubt they'll have a surprise waiting for us via a fakeout. So we do what ninjas do best...hide in the shadows."

"And the ship will make a pitstop a few miles before the base in about half an hour," Hibiki added, "So I suggest we strike while we can."

"Alright, so let's do that," Kevin smirked.

* * *

"There it is," Rook whispered as he, Kevin, Gwen, Blukic, and Kagura hid within a dark alleyway near an abandoned gas station, an Incursean transport ship landing near it.

"Good...Let's hurry before they leave," Kagura nodded before looking at the Galvan on his shoulder, "You ready, little buddy?"

Blukic's reply was cocking his blaster.

"Good...then le-" Kevin began.

"Wait…" Gwen spoke, closing her eyes for a moment before they widened, "Psychobos isn't on there."

"What? But…" Kagura began before the group heard some blasters turning on behind them, _'...That goddamn rat…'_

"Well…" the group slowly turned to see Attea and a few incurseans behind them, "Turns out that 'Trojan Horse' strategy da rat suggested worked after all."

"...Ugh. What was the deal?" Kevin groaned as the group held their hands up.

"Oh there wasn't a deal. I'm just taking this as a win," Attea smirked, "Besides, I was gonna feed him to a To'kustar anyways so he doesn't backstab us in turn. Now men...on my command..." she stated as the soldiers prepared to fire, "Ready...aim…!"

"'Ey Princess!"

"Ugh...wh-" Attea began as she turned to look at a tall and buff Incursean soldier...only for him to knock her blaster out of her hand with his tongue, "?!"

"Too slow!" he laughed before jumping over her, landing on top of two soldiers before doing a roundhouse kick on one, knocking him out.

"Wh...Traitor!" Attea snapped as she leapt at him.

"Too slow…" he chuckled, avoiding all her punches and kicks. He swung his arm and punched, back the force of his strike sending her flying back into the first soldier to get back up, "Ahhh..now I can take dis darn thing off…" he grunted, removing his helmet and showing he had a strong square jaw and his complexion seemed darker and healthier then the typical Incursean. His eyes were hidden behind a pair of large angular sunglasses that almost looked like a boomerang.

"..." Attea slowly blinked, a small blush forming before shaking it off.

"Now den…" the Incursean began before looking at Kevin and co, "Come wit' me if youse wanna live….heh. I always wanted t' say dat…"

"Uh…" most of them blinked.

"Call me Bullfrag," he smirked before turning to Attea as he held his hand up, "Later." he saluted with a wave of his fingers as he walked off.

"...Should we trust him?" Rook asked.

"Better him than these guys," Kagura answered, pointing at the downed Incurseans, "Besides...guy seems trustworthy enough."

"...Right," Kevin muttered as the group began to follow Bullfrag.

"...Was that...?" Attea began before one of the soldiers near her got up...making her frown in annoyance before jabbing her elbow into his gut, "Ya ruined da moment, Vinnie…."

"Dis is why I always stay down…" he groaned.

"Just shaddup and follow after…!" Attea began before she saw a ship flying overhead, "...Was that my ship?"

"I think it was da new one the Emperor was gonna get for your b….uh...forget you heard that."

"...grr…." Attea growled, "...FU-!"

* * *

"Wow...Da lungs on that dame…" Bullfrag muttered.

"Tell me about it...That has to be half her pop's genes and the majority being her mom's," Kagura agreed.

"Everyone okay?" Gwen asked as she looked over Kevin and Blukic.

"Yup," Kevin nodded.

"No we ain't," Blukic argued, earning a raised brow from Kevin, "I mean….ugh. I miss Driba…"

"At least we are safe while we find a safe place," Rook stated.

"Ahem!" Bullfrag cleared his throat, earning the group's attention, "I don't hear a thank youse…"

"Oh right…" Kevin began.

"Kevin, no," Kagura ordered, grabbing the metal-covered arm that had taken the shape of a hammer, "From what I've seen and can tell, he's a pretty chillax guy."

"Wha...but he's an Incuresan!"

"You ain't so pretty yourself, mullet," Bullfrag smiled.

"Grr…" Kevin growled.

"Aw...it's so dang cute when he's angry," Bullfrag smirked.

"...You need proof? Fine...Gwenny? Mind scanning his mind?" Kagura offered before flinching at the glare Gwen gave him, "...sorry. Gwendolyne. My bad."

"Yeesh that's a mouthful of a name…" Bullfrag muttered, "Also...it sounds kinda…" he rambled, "I dont's know what you humans call it...Nerdy? Dweeby?"

"..." Gwen said nothing before her eyes flashed for a moment, "...He's cool."

"Wait. Just like that?" Kevin blinked.

"Tolds ya I was a good guy," Bullfrag smiled

"You annoy me...but in a way I haven't felt for months," Kevin complained.

"Ey yo….Buddy, Bullfrag don't Hops that way," Bullfrag replied, gently slapping Kevin's face mostly to annoy him, "So how's about curbin' da attitude, huh?" his stomach began to grumble a bit, "...ahh man. Should've stopped fer a smoothie on da way…"

"Hmmm?" Rook muttered, listening to how Bullfrag talked and acted.

* * *

"I ask ya to do one simple ambush, and ya blow it!" Milleous snapped, slamming a fist on the armrest of his throne as he glared at Attea, "Discuss!"

"Daddy~! It's not my fault!" Attea whined.

"Spawn of mine, you had dat traitor right in front of you, but ya just stood dere!" Milleous snapped as some incurseans behan to snicker, "Whatsa matter wit' you?"

"..."

"Look. My boys almost got dis ship fixed, and almost rounded up every hero on Earth. I'd like t move on and conure other worlds...Cybertron bein' next," Milleous stated as he stood up and began to pace, "But I can't...because I gotta stay here and make sure you don't mess up again'!"

"But…!"

"I'm serious….If anything goes awry, you can forget rejoining yer mother in stasis," Milleous threatened, "You'll be history...no. Worse dan dat...I'll make it as if youse never existed to begin with...Are we clear, Attea?"

"...Crystal, daddy…" Attea replied with a small frown.

"That's _Emperor Milleous _to you…" Milleous corrected as he sat back on his throne, "And you'd be best t' remember dat…"

* * *

"State yer business," an Incursean solder demanded as Bullfrag stood before him, Kevin and the others in handcuffs.

"All hail Emperor Milleous; high scion and light of the Incursean Empire, master of destruction and demolition, king of conquering planets, and banisher o-"

"Yeesh. Okay okay...yer on record, kiss-up," the Incursean cringed before walking off, "Carry on...and make sure dose rebel scum crack after ya lock 'em up."

"Can do," Bullfrag replied as they walked into the hallway. Once the soldier was no longer in the room, he looked over at Blukic as he handed him a device of sorts, which he quickly put onto a security camera, "Dere...da feed's cut."

"Finally…" Kagura muttered as the cuffs fell off, "That was startin' to chafe a little…"

"Tsubaki, do you come in?" Rook whispered into his communicator, "We have infiltrated Plumbers HQ…"

=What? But how?=

"Assistance from an Incursean defecting from Milleous' side," Rook answered.

"Still iffy on that," Kevin stated before Gwen hushed him, "What?"

=A defector?= Tsubaki asked.

"Ain't a fan of da whole 'shootin' folks off planets' bit," Bullfrag shrugged, "Plus, da health benefits suck. Only reason I got dis build is 'cause I'd sneak food onto da ships and exercise."

=...Then we have a chance…= Tsubaki whispered =...Rook, you and the others split into two teams, One to try and locate Psychobos, and the other going to free the other prisoners=

"If you needs help wit' da first one, I got a partner dat's lookin' after ol' crabcakes right now," Bullfrag offered.

"You have a partner?" Kagura asked.

"'Course I do...What? Ya think it's easy ta rebel against yer own kind?" he laughed, "Cause it actually kinda is...my people are pretty dumb…" he rambled, "Anyways, she can help ya. Name's Manta Naoyako. I calls her 'Yako' for short...Hehehe."

"Nice," Kagura grinned, "...She hot?"

"Kagura…" Rook frowned.

"Right right. Save it for later," Kagura sighed.

"Holds on. I'll call her," Bullfrag noted as he tapped on something on his chest, "Yo, Yako."

=Bullfrag...Stop callin' me 'Yako,' ya mook= a gruff feminine voice grumbled.

"Ey, cool yer jets, Yaks," Bullfrag held his hands up, "Gots some folks dat could help ya wit' da crab and his big claw."

=Eh, sure. I could use some goons. I always wanted goons, but please don't send me da dumb ones...=

"No promises...One of 'em's real dumb…"

"You better not be referring to me," Kevin frowned.

"I didn' say nothin'," Bullfrag argued.

=Stop flirtin' already…=

"He wishes!" Bullfrag laughed, "Okay, how 'bout dis? ...I send ya one Dumb one and one Smart one."

=Well dey'll balance each other, I suppose=

"Great. Where ya at, Yaks?"

=At da security cams. Managed to cover yer flickerin' da screen by spillin' coffee on da other guy dat had been workin' here by pretendin' I sneezed=

"I don't get why Vince drinks coffee. It makes him sweat somethin' stanky…" Bullfrag groaned.

=Hey. Least it wasn't Franky...guy can't handle his bug booze=

"I told ya...dat was not my fault…" he began as he started walking and punched out another soldier waiting behind a door, "'Sides it wasn't so bad...We got a heck of a show from it last week."

=Oh ho yeah! Got even bettah when we offered him da chopsticks and he started dancin' and makin' an ass of himself!= Yako cackled.

=Will you k-k-keep it down?! I am trying to get the Concentrate needed for that Harangue fellow= Psychobos complained in the background.

=Sorry 'bout dat, boss= Yako apologized loudly before whispering =Get dem here asap=

"A'ight," Bullfrag replied before tapping his chest again, "Kay, Mullet and Karate Boy? Your way is dat way." he pointed down a hall, "His lab is about three floors up. He knocked down a bunch of walls to expand the old science wing…If you hit the break room wit a pool table...ya went too far."

"...Which rooms did he knock down?" Kagura asked.

"Well dere was dis one office wit' all dese ladies numbers…Think da Crab burned 'em along with any personal belongings he found..."

"Right, want some boiled crab when we come back?" Kagura asked, already walking off down the path, dragging a bewildered Kevin by the back of his shirt, "Forget it. I'll bring it anyway."

"Dat was easy…" Bullfrag replied.

* * *

"Mm….stupid EMP collar," Jenny muttered, sitting in a cell within Plumber HQ's Prison wing with Robotboy de-powered in the corner, "Still..least I know Robotboy's okay...I was afraid we lost him after that Way Bad found us...Noel and Tsubaki wouldn't stop crying for a week."

"Hey, good. You brought pr-Gagh!"

"You know just 'cause they invading doesn't mean it's cool to kick em there…" Bullfrag spoke.

"Hmm?" Jenny blinked before looking down from her cell door, seeing Gwen and the others near the console for the cells," ?! Guys!"

"Do not worry. We will get you out," Rook replied before tapping something on the console, earning an error sound, "...Not good. They reset the password."

"_Well hurry up and un-reset it!" _Danny complaned from a nearby cell, the Fenton Thermos he was in hopping in place, _"I think I'm getting a charlie horse from being stuck in here for so...uh...what day is it? I lost count after those toads held my family at gunpoint and put me in here."_

"Mm-mm…" Bullfrag shrugged, not knowing the codes.

"I might need to hack into it a-" Rook began before Gwen smacked Blukic's wrench into the console, causing it to spark a bit before the words 'cells unlocked' popped up, "...Or you could do that."

* * *

"Hey uh, boss. Mind if I ask youse somethin'?" Yako-a female Incursean with a build like Attea's, but a foot or two taller with a fuller figure-asked as she moved her chair around.

"Make it quick."

"What does dat Harangue mook want to do with dat Concentrate anyways? Make people xenophobic like 'im?"

"No. All I remember is 'Once we gather those menaces up, I want you to connect me to a seperate system before you spray that stuff so I can watch as their parents tell them that they were mistakes, that they shouldn't even exist...' and I ignored him after that," Psychobos answered.

"...Wanna screw da bloke over by sprayin' 'im instead?"

"...Tempting...very tempting...but I plan to s-s-s-s-stiff him on how much I give him so I can keep the rest for the Emperor." Psychobos explained, "His words, not mine." he noted her stare.

"Still...he's real annoyin'," Yako sighed, spinning around in her chair, "He's always goin' on about 'how Ben Tennyson and dose other 'heroes' are menaces that shame dere parents' and all dat jazz. Honestly? I imagine he'd get decked da schnoz by one of dose heroes' parents for talkin' dat away about dere kid."

"My race doesn't have normal...parenthood," Psychobos spoke, "We raise ourselves. Personally I always b-b-b-b-believe if you hate someone...just be honest about it. But he is a human...a dim witted race that isn't even good for much...except overpopulation apparently..."

"What do ya call a group of humans anyways?"

"An Infestation," Psychobos muttered.

"...Noted…" Yako noted, "Hmm...Oh der is one thing humans have made dat's interestin'...horoscopes."

"Hmm?"

"Yeah. Durin' my break, I tried to find one fer you...and I did. 'Today, yer gonna meet with an untimely and humiliatin' defeat.'"

"That is a terrible prediction...even for a stupid media for stupid humans and…" he paused hearing the sounds of the wall cracking, "Oh no…" he realized as it caved in and fell over him, "That hurt!" he cried.

"Told ya I could knock it down, Kevs," Kagura smirked at a metal-covered Kevin, his sword slung over his shoulder.

"No way. It was all me," Kevin argued as his anvil-hand converted back to a normal hand, "Besides, you were driven because the crab burned all those numbers ya had."

"Maybe, but least he…" Kagura began before looking at Yako, "...Yako, right?"

"Yeah…"

"...Mind if I get a quick grope in?"

***BAM!***

"...Really man?" Kevin deadpanned at Kagura, who was embedded into the floor with a fist mark on his face.

"Had to make sure of something…" Kagura groaned, shooting a small grin at Yako, "Because there's only one gal I know that can deliver a punch like that…"

"Huh?" Kevin blinked at that.

* * *

"And...dere we go," Driba grinned as Jenny's EMP collar fell off, "How's that?"

"A lot better," Jenny grinned.

"Finally!" Danny exclaimed once Rook let him out of the Fenton Thermos, "Seriously...It felt like a month being stuck in there!"

"That is because it was," Rook explained, "There is much to catch you up on. But first..." he whistled, getting the attention of many, "We must secure this location. Those able to fight, follow me!"

"Wait!" a female voice shouted, making Rook look up to see a teenage girl with short blond-hair looking down at him, "A friend of ours was taken with some Cybetronians to this place's weapons vault...we cannot leave without them."

"A friend?" Gwen asked.

"She means Octus," Bullfrag spoke, "Surprisingly good at conversation. He's da guy who helped me and Yako come up with most of dis here plan."

Rook nodded, "Miss, do not worry. A team will be sent to aide your friend and the Cybertronnians at once."

"I'll help," Jenny offered, "I owe a few of these guys some cracked skulls."

"Same here," Danny cracked his knuckles.

"Well here's an idea, Robo girl takes da Galalunans and some Plumbers to da Weapons vault, saves da 'bots, and carries all da big guns dey can back here. Ghostbuster here goes wit' Rook to secure the base using their combined stealth skills to knock most of em out. And we keep freeing prisoners," Bullfrag offered.

"Wait!" Puma Loco shouted, poking out of an opened cell, "If you see a sombrero and...gh...some special boots, return them to me and my son here so we can find Manny!"

"And return the Doomsday hat and magic boots to the dysfunctional father and son," Bullfrag muttered.

"See? I told you people know you were weird."

"Papa, now is not the time!" At that, the two just began arguing in Spanish, which many tuned out.

"So I have a question...who's this?" Danny pointed to Bullfrag.

"Right now, I'm da guy bustin' youse out of jail and a soup holder," Bullfrag smiled, "I'll get yer buddies out of their cell in a bit. You...go vent on my ex-coworkers."

"...Know what? Fine...I'll take it," Danny shrugged.

"Good. Now let us hurry," Rook stated.

"Here it is…" Bullfrag spoke, locating a specific cell showing a very tired Max laying in bed. He moved to go to the cell before waiting a second as the roof above them caved in. He looked down as Kevin and Kagura pinned a dazed Psychobos to the ground.

"We got him...He boosted his powers with brain implants…" Kevin groaned.

"We fried his brain…" Kagura groaned before Yako jumped down and landed on all of them, "Ow…"

"Really...Ya had ta break da floor?" Bullfrag asked.

"What? I destroyed da machine he was using t' make more of dat Super Concentrate," Yako shrugged.

"Eh fair enough," Bullfrag shrugged before jumping and running into Max's cell as everyone got up and followed.

"Ugh...wha...what happened?" Max groaned sitting up as Bullfrag helped him.

"Don't worry...I got ya, Grandpa." Bullfrag spoke, lifting his glasses to reveal his uncharacteristic green eyes.

"Ben…" Max realized.

"Ben?" Everyone blinked, "BEN!" they all cheered and realized.

"Wait, wha…" Kevin blinked, "Bullfrag is Ben!?"

"I knew it," Kagura spoke.

"Of course," Gwen smiled, "No one can be that annoying and have such a horrible naming sense."

"Whatever...Bullfrag is awesome." Bullfrag argued, putting his glasses back on.

"I helped wit' it," Yako chimed in.

"Wait...who's she then?" Kevin asked.

"The Rat…" a familiar voice growled making them all turn to Attea.

"...Oh. If it ain't little miss can't do anything without approving daddy," Yako noted with a frown.

"Can it," Attea growled before glaring at Bullfrag "When my da...when Emperor Milleous finds out you're here on Earth, he's gonna have all da To'kustars blow up da planet."

"Ooh~" Yako spoke as if impressed, "Gonna be kinda hard to do that when we broke the controller for them."

"You what?!" Attea panicked.

"Yeah, that was my B…" she admitted.

"And you get mad at me for breaking stuff…" Bullfrag complained, "I want you to remember dat for next time."

"Aw can it, you big lug...anyway you know what time it is?" she smirked.

"Oh god please no…" Bullfrag groaned.

"Just do it. You have my permission," she argued.

"But I don't like Plan Cassanova…" he whispered back.

"...One moment," Yako held up a finger before pulling him away and the two began to whisper to one another.

"I am so lost right now…" Danny blinked.

"..." Attea raised a brow and motioned to them at the others.

"I don't know…" Kagura shrugged.

"Don't deny me this chance!" Yako hissed as they turned around.

"Oh...I hate da new rules of our partnership at times…" he groaned.

"Just do it. I kinda wanna see if she goes 'kero' while fainting."

"Okay dat's it...I'm getting tired of you two…" Attea growled.

"Course...you are. It's confusing, ain't it?" Bullfrag asked, "You're all mixed up about me, ain'tcha?"

"?!" Attea blinked, a small blush forming as Bullfrag approached her.

"It's excitin' ain't it? Going against what daddy says, huh?" he asked in a suave manner.

"Wh...what? I...uh…" Attea stammered, her blush increasing.

"Now dat I'm an Incursean, I bet yer seein' me in a whole new way…in fact, I'm seein' you in a whole new way myself~"

"I w...well I...dats uh…" Attea muttered before Bullfrag gently put a hand on her head, "Ribbit~!"

"Yer specials...yer eyes, dat cute laugh...dat vicious indifference…"

"Oh...w..well...It's instinct, ya know…" Attea sheepishly replied, poking her pointer fingers together, "I'm just...cold blooded, ya know?"

"Suplex!" Yako declared, lifting Attea up and slamming her head first into the floor, knocking her out, "Get out that form and go Upgrade and lock her in!"

"This was yer idea!"

"Well now I regret it!"

"Oh don't yous take dat tone with me, Makoto!"

"Makoto's an Incursean?!" Danny gawked.

"...ID Mask," Kagura guessed.

'Yako' grinned before pulling her face off, revealing it to be an ID Mask and its holder was, indeed, a familiar cheeky squirrel Beastkin, "Hi~"

"Mmm...urp...I'm gonna throw up," Kevin gagged, "That was...disgusting."

"Hey don't blame me, blame this DNA," Bullfrag argued, "And her stupid idea."

"Oh you know it was brilliant and gave us the opening to knock the shrimp out," Makoto replied, pointing at the downed 'princess,' "Now hurry and finish up the plan by locking her in here!"

"I told you it would make you jealous…" he argued, crossing his arms.

"I was...only the slightest bit!" Makoto argued.

"You German Suplexed her like some kinda Wrestling nutjob!"

"How have you not timed out yet?" Gwen asked.

"...Alien Life Form Lock," Bullfrag explained as he lifted a little hatch on his uniform's metal collar, exposing the Omnitrix emblem, "And since dey know I'm here...Ahem. Command Code 1-0-1-0 Tennyson Benjamin. Disengage Life-Form Lock." the emblem beeped twice before he tapped it and turned into Upgrade =And now for this…= he covered the cell Attea was in and turned it back on, locking her in it before getting out and changing back to Ben, "There. I locked it. Happy?"

"Not until we have no more hostile alien frogs on the planet and a giant bowl of chestnut parfait!" Makoto declared, finger pointed at the sky.

"I'll take you out to dinner after, okay," Ben sighed.

"Oh?" Kagura grinned at that until Makoto punted him away.

"Buffet?"

"Absolutely not."

"Aw come on…" Makoto slumped.

"It's our first date since getting to Earth. It has to be something classy," Ben argued.

"...Fair enough...but we do something fun afterwards."

"Deal."

"Uh...What?" Kevin blinked, getting their attention.

"Right. Details to follow...we're kind of a thing now." Ben muttered.

"But...that's...just like that?!" Kevin complained.

"I mean...we're kinda more emotionally intelligent." Makoto argued.

"...Great, I owe Noel a shopping trip," Kevin groaned.

"What?"

"Well, I, Jenny, Ragna, Tsubaki, and Mai do. How she thought you two becoming an item due to a fight that lasts longer than three weeks would be right is scary," Kevin noted.

"...You are getting a talk with Rath later," Ben stated.

"Meh...I can do without Kevin in our lives," Makoto agreed.

"Ah man...Now they're united against me!" Kevin complained.

"Well...surprises aside...how did you kids...you know? Survive?" Max asked.

"Well, I noticed one of my shackles was loose," Ben recalled, "Makoto got a pipe out of the wall with her tail and managed to get me loose and I got her loose after that. After a few hours of planning how to get back to Earth, Azmuth showed up after tracking the Omnitrix."

"He fixed Ben's watch, removing that Randomizer function, and gave us a code to lock Ben into Bullfrag and gave me an ID Mask he integrated with Incursean DNA," Makoto added, holding up the mask, "After some time to rest...and talk out many things…"

"_Many_ things," Ben agreed.

"He zapped us back to Earth with his teleporter gizmo. We just knocked out two soldiers and took their places on the soldier schedules." Makoto added, "While casing the HQ, we ran into Octus…A really interesting robot guy who helped us plan how to break everyone out in one swoop. Spoiler: It relied on Argit being Argit."

"You mean the backstabbing rodent that's trying to sneak off?" Kagura asked.

"GH?!" Argit tensed, inches away from the elevator, "...Uh….meow?"

"Danny?" Ben asked before Argit yelped as he was overshadowed by Danny, who proceeded into a cell that Ben locked via Upgrade once Danny got out of Argit, "Thanks."

"Great to have ya back, man," Danny grinned as the two fistbumped.

"Good to be back. And no longer walking around as a giant bipedal frog...though I did like the accent," Ben smirked.

"That was the only fun part of this whole thing," Makoto agreed.

"As much as I'm enjoying all this, folks," Patelliday noted as he was looking at Psychobos' implants with Blukic and Driba, "But we may have a slight issue. Seems before he got knocked out, he sent a signal out. We've got a few mutated To'kustars heading here."

"Okay...You guys get stuff under control here. I'll handle the Way Bads."

"That is what they are called now and made it a thing!" Makoto cheered, leaving with Ben.

_'...You...fools….have no idea what you've...done…' _Psychobos growled mentally, _'Without me to control them...they will go berserk...and _that one _will escape...'_

* * *

"Well, this was not how I imagined I'd be going offline," Ratchet noted, locked into Vehicle Mode along with the other Autobots while Sivlerbolt was chained to the floor by several collars on his neck and legs, "Locked in a hijacked Plumbers headquarters on a dirtball. I always imagined it'd be me at Macadam's having one last cup of my favorite drink."

"Ratchet...it's been an entire Earth month and you've said the same thing every solar cycle...give it a rest," Optimus sighed, his vehicle mode chained down as well for good measure.

"Really wished Omega Supreme's repair cycle had finished," Ironhide noted, "Then we'd have been able to keep going."

"All we can hope is that 'Bee's managed to find help," Jazz said.

"...We're scrapped," Ratchet deadpanned.

"Know what I regret…" Ironhide spoke, his vehicle form flipped over upside down for some reason, "Doing that last flip...oh I've had a twitch in my back servos for weeks now…"

=Do not worry, Autobots= a blue metal orb with a yellow optic in it noted, hooked up to a large computer =I am sure that things are going well= the area rumbled =It seems that an uprising is happening=

"Either that or those two Incurseans tried mixing things again," Ratchet noted.

"I think I know the sounds of soldiers getting their afterburners handed to them by someone stronger," Optimus spoke as the door was knocked down by several Incurseans being tossed into and through it.

=Right on time, Lance= the robot 'eye' looked down =Maybe a tad excessive…=

"Sorry. Needed to vent," Lance answered, flexing his wrist a bit as he walked in, "Where's our armor, Octus?"

"Could've saved some for me," Jenny muttered, holding onto Robotboy as she began to look around, "Okay...Where did those robots hide your battery, Ro..?"

=Third drawer on the left section of the rightmost tool box= the robot 'eye' spoke up =Lance, Ilana, your armors are in the drawer under that one=

"Thanks," Jenny nodded as she flew over to the mentioned tool box, opening it as she pulled out the object she was looking for, "There we go." she opened Robotboy up from the back and quickly put the batteries in.

"?!" Robotboy's eyes shone for a moment before he shot out of her arms, now back in his normal state, "In-cur-seans not get friends! I…" he blinked as he looked around, "...Where. Are. We?"

"Plumber HQ," Jenny replied, hugging him, "Good to have you back, Ro'."

Lance pulled out a pair of watch-like devices and slid one on. He tossed the other to the blonde girl before walking over to the 'eye' and pulled it out of the machine, letting it float and make a blue solid-light body for itself.

=Ah much better...I was starting to feel cramped= he spoke before aiming his palm and blasting at a machine to destroy it. Once its effect vanished, all the Autobots quickly transformed and broke free of their bindings in order to stand up.

"Much better," Optimus smirked, raising his hands up as his mask formed while Ironhide broke the chains on Silverbolt, "Now...if you don't mind...me and my team would like to pay the Incurseans a...what's the term…"

"Meeting?" Lance asked.

"Beating...that's it." Optimus smiled, "Where's my armor, hammer, and Sparkplug?"

=The first and last items are on the other side of the armory= Octus replied before pointing at the rubble =The hammer was powering that machine=

Optimus reached into the rubble and pulled out the Magnus Hammer, "Thanks."

"And I found the items that old man wanted," Jenny spoke, holding up Puma Loco's sombrero and a pair of golden boots, "...Oh! Idea," Jenny gasped before a headset formed around her head, "Tsubaki, it's Jenny. We managed to get out, and...well turns out that Incursean that was with Rook and the others was Ben."

=What?!= Tsubaki exclaimed =He's back….=

"And that's not all. Robotboy's okay and ready t…."

=WHERE IS HE?!= Noel and Tsubaki demanded.

"Hello!" Robotboy cheered, forming a radio dish from his left horn to join the call.

=Robotboy! Oh...Oh I'm so happy you're okay!= Noel shouted as the sounds of her sobbing was heard.

=F...focus Noel. I...we can hug him later= Tsubaki stated, trying to hold back her own tears =Wait...Jenny, was Makoto with Ben?=

"Yep," Jenny replied, "And we lost the bet to Noel." she sighed, "Bye-bye trip to the garage."

=I won a bet?= Noel blinked =...wait. A...are Ben and Makoto….EEE~! Notepad! I need my...no. Book! I need my book!=

=N...nevermind that now…= Tsubaki muttered =Jenny, once you've gathered all you need, regroup back onto the surface with the others. We'll meet you shortly…I was hoping this project would happen=

"Your project?"

=Yes...Project GUARDIAN=

"Hah?" Jenny asked before another rumble went off.

=I am detecting multiple To'kustars approaching Bellwood= Octus noted.

"Aw slag," Ironhide groaned.

"No worries," Ilana noted, "Lance, Octus, and I will head up there to fight them."

"Please tell me your thing is you summon giant robots…?" Jenny asked.

=Kinda= Octus spoke =Only...just one=

* * *

A female mutated To'kustar walked through a building, tearing it apart with its legs alone. She let out a roar before crossing her arms, charging up a black and red energy. As it charged, a black and blue blur began to go around her feet. Her attack was disrupted when she lost her balance and fell over onto her back. The blur halted on a dime, revealing it to be XLR8 with Makoto on his back while he changed back into Ben.

"Whoo! That was great!" Makoto whooped as she jumped off...and picked up the dime, "And lucky dime!"

"It's not over yet," Ben stated, hearing more roars in the distance while some Incursean ships were seen overhead, "We need to…"

"Ben Tennyson?" the two looked over to see a fireman approach, "We were told the frogs had finished you off."

"Never believe Will Harangue," Ben replied, "Every other word he says is just a lie."

"Trust us. It took us _forever_ to slowly destabilize them and ruin all their plans," Makoto added, "In retrospect, if not for our almost going crazy in space might have been done faster."

"Makoto, we were in space for a few hours," Ben argued.

"My attention span is short," she argued back, helping to lighten the mood of the situation to put people at ease.

"..Well we're ready to fight back," the fireman stated before looking back at some humans and aliens standing side by side, "Both humans _and _aliens."

"I love it when people bond!" Makoto cheered as the Way Bad began getting back up, "Uh-oh...she's mad."

"Everyone get back," Ben ordered, turning on the Omnitrix and gently pushed down once he picked the right alien...and Way Big crossed his arms and glared at the Way Bad, "You've made a big mistake coming here. A _Way Big_ mistake."

* * *

"Tennyson? _Tennyson?!_" Milleous snapped as he watched from ethe flagship, "Grr...I'm through playing! Boys, Get da ship into the air! I'm gonna blast dat brat to bits!"

"But Emperor, da repairs are not complete! It would be unwise t-" an Incursean soldier began before Milleous' tongue slammed into his neck, causing him to fall over as the Incursena leader reeled his tongue back.

"Any other objections?" Milleous asked, a glare that promised death on his face.

"..."

"Dats what I thought…"

* * *

Way Big grunted as he punched the female Way Bad several times making her reel back. Way Big sighed realizing just now how difficult it was to fight someone with your same level of durability. He rolled back across the streets to avoid another swing, he quickly ducked a beam which blew the roof off a few of the taller buildings. Way Big grunted as the female Way Bad tackled him, he grunted going back with the roll and kicking his leg up sending her flying off into the distance and flying over the city before crashing into some power lines near the forest.

Way Big Grunted running before jumping and kicking off a roof-smashing a Harangue billboard in the process- and jumping high into the air. Way Big rolled forward as he kicked his leg down slamming into her face burying it through the ground and into Undertown.

"Holy shit!" Ragna snapped, patrolling the area at that moment.

"Hey, Ragna!" Way Big greeted.

"...Ben?!" Ragna exclaimed

"Ahh~! Got you to say my name finally!" he beamed before he heard two sets of roars, looking over to see two me To'kustars approach, "...Oh right." he looked down at Ragna, "Get ready...it's about to get Kaiju Rumble Time up here!" he spoke, charging and tackling one of them.

* * *

"Hah?! Aw man...I'm gonna miss the action!" Makoto complained before Milleous' ship was seen overhead, "Uh oh."

=Attention all Incursean soldiers! Don't hold back and destroy every single human and alien in sight!= Milleous ordered =I'm gonna go and destroy their last shred of hope, dat brat Ben Tennyson!=

"Oh boy…." Makoto cringed, "And Ben's fighting 2...oops 3 to 1…" she tensed as some Incursean soldiers stormed into the city, tanks and blasters ready, "And me and the people here are facing an army...know what? Fine…" she frowned as she stood ready, "You wanna mess with Earth? Then you're gonna have to deal with me. So come get it, froggies!"

At that, the ground exploded in a burst of lightning. Makoto blinked a few times as Optimus stood up from the dust cloud, his eyes narrowing to glare at them.

"Autobots...and friends...Roll out!" Optimus ordered, raising his hammer and calling thunder from the sky.

"Ah fribbit," one muttered before a white blur shot about them, kicking them all away.

"Evildoers from the stars, prepare yourself for…" the blur skidded to a halt before spinning around and delivered several kicks from golden boot-covered feet to Incurseans before halting, revealing a muscular man in a red and gold panther-themed luchador mask and a white business suit with black slacks and gloves, "White Pantera!"

"Ack! He got dose boots back!" one panicked, backing away with another before both bumped into a pair of gold robot legs, making them look up to see Puma Loco in his red-tinted dome.

"Hola~" Puma Loco greeted before grabbing them and bashed their heads against one another, stripped them of their gear, and threw them into a dumpster all while spinning the upper half of his robot armor like a top and charging through several more.

"I knew it was a bad idea t' get out of bed today," one Incursean gulped before Danny punched him away.

"What was your first clue? The fact you invaded Earth and gathered a bunch of super-powered heroes all in the same place?" Danny retorted, quickly becoming intangible to avoid some laser fire before firing back at the Incurseans behind him.

"Uhm...I am no hero...so…" Puma Loco spoke as he continued to punch a large muscular Incursean in the face as it refused to go down, "Oh boy...what they feed you?" he asked while tapping his shoulder, making him fall over, "Hmm…"

"...Fine. Super-powered people, but my point stands," Danny argued.

"Not to be rude...but less talking...more destroying," Optimus spoke.

"But that's how I…"

"Now soldier!" Optimus snapped as he swung his hammer and unleashed a blast of lightning.

"Yes sir!" Danny squeaked.

"It's nice having a bot who can give orders!" Ironhide laughed, picking up a Tank and using it as a club to demolish another Tank, "Well, give orders and actually have them make sense!"

"You Froggers had us in a bind before...but things are looking up for us," Jazz spoke, swinging his nunchucks and deflecting their laser fire right back at them.

"That's right!" Jenny shouted as she and Robotboy-in combat mode-flew into the air, firing at some incoming Incursean ships when they tried to carpet bomb the area, "You made the biggest mistake on getting all of us in one place, especially when it's where your main forces are all at!"

"Big whoop! You'll get tired eventually!" one Incursean shouted before he was slugged by Makoto.

"Maybe, but I have a feeling you guys forgot something…" Makoto began.

"Oh yeah? Wh-" an Incursean began before a large cutting wave of ice sliced a tank in half, "?!"

"A rebellion formed by one of my best gal pals, and the guardian of Undertown," Makoto smirked as Ragna, Jin, Tsubaki, and the rest of the Resistance walked into the area.

"Yeah, well we got the To..." one began before a Way Bad was tossed over their heads.

Everyone turned to a large Robot made of silver machinery with clear white hard light armor making it look like a Gladiator crossed with a Roman Centurion. It gave a hand to Way Big, helping him up as the two stood side by side. Way Big smirked, getting into a fighting stance next to the giant robotic Titan as the two stood shoulder to shoulder with their arms held out in fighting poses. After a moment, the two charged and began attacking the Way Bads.

Way Big grabbed a punch from a Way Bad before swinging it over his shoulder and slamming it into the ground. Titan jumped over Way Big and landed a kick to the second Way Bad. As it stumbled, it was blindsided as both Heroic giants began pelting it with punch after punch, knocking its head from side to side. The two ended with a powerful uppercut that lifted the Way Bad up into the air and landing head first into a lake. The last of the three Way Bads looked up in confusion as the two turned towards it. Titan formed a shield which it tossed and let slam into the Way Bad's face. Way Big dashed forward and grabbed the Shield before using it to punch the mutant's chest, sending it flying back once more.

"Sweet! Giant tag team!" Frida beamed, smacking away an Incursean with her guitar.

"Oh Sari is missing out on _so_ much right now..." Bumblebee whispered as he zapped away a few Incurseans.

"Sweet threads, Bumblebee," Jazz noted.

"Threads? I'm...Oh Earth saying," Bumblebee realized, "Had to upgrade to deal with these guys...Thank Primus they didn't target my voice box."

"Ha!" Makoto shouted, kicking over an Incursean as she moved over to Tsubaki, Mai, and Noel, "Ah it's great to see you girls again!"

"Same here, Makoto...and you have a lot to explain once this is all over," Tsubaki stated, using her shield to block a laser.

"You bet! Like how things went for you this month," Makoto noted, bonking an Incursean with her tail before punching him in the face.

"And you do realize Noel's gonna ask you certain things, right?" Mai asked, quickly catching her thrown spear before kicking away an Incursean.

"I am holding back the urge to write right now, so I'm using that to vent!" Noel shouted, rapidly firing at some tanks.

"...Know what? Fine," Makoto nodded, the girls unaware of a human watching this nearby from an opened window, her phone out as she focused on the quartet, "Let's show these guys the power of Team Remix Heart!"

"Hai!"

"Papi, Granpapi!" El Tigre exclaimed as the three stood back-to-back in a group of them, "Ah, I've missed you so much!"

"Manny! Your English has improved so much!" White Pantera noted in amazement.

"Ehheheheh...yeah. Lots of practice…" El Tigre replied, his tail brushing a side of his head, _'Better not tell dad about that alien translator I found on my way to Bellwood.'_

"Let's show these gringos what happens when you mess with the Rivera men!" Puma Loco declared.

"And me!" Frida shouted as she jumped near them, "La Tigr...uh...Fr….oh~! I wish I had cool powers like you still, Manny! I miss being La Tigresa!"

"Eh, maybe someday," Puma Loco shrugged before backhanding an Incursean while stealing the wallet of another when he had been distracted by watching the one that got backhanded get sent flying, "But for now, attack!"

"Aye!"

"Danny, to your left!" Dani shouted, flying up near him as she blasted down an Incursean Soldier using a jetpack.

"Thanks, Dani. Glad to see you're okay," Danny smiled.

"Thanks...your parents and friends okay?"

"Yeah. They're helping out the people set up barricades and protect those that can't fight," Danny replied.

"And how did they take learning you're their son?"

"Eh, the Incurseans thought I was partners with them since I use their tech to beat up ghosts," Danny replied, "And I swear that they still think Incurseans are all the ghosts of dissected lab frogs across the ages."

"...Yeah that sounds like your dad."

"Technically, he's your dad too."

"Ah! Ugh! Guh! Danny~" Dani whined as the two blasted more Incurseans that tried to jump them.

"Hehehe. What? I missed trading banter with someone!" Danny laughed.

"I hear a lot of talking!" Optimus spoke as he flew through a war ship and tore it apart as he came out the back, "But not enough fighting soldiers!" he fired lightning at another ship.

"Don't mind him. Just a long month is all," Ratchet noted as he caught scrap that fell from the explosions and dumped it on the Incurseans as the titan and Way Big were being tackled by several Way Bads at once.

"Ah! Now that's unfair!" Frida exclaimed.

"Don't worry," Ratchet smirked as he spotted something heading for the pile up, "An old friend's coming. Finally finished his repair cycle, it seems."

"...I don't know why, but that really makes me excited," Frida admitted.

A female Way Bad began to charge up an energy blast at the Titan's face when something crashed down behind her. She turned around and was met with a power blast to the face,making her screech and stumble back into a Way Bad with several growths on its back that had been pinning Way Big's left arm, forcing it to let go and giving him a chance to punch another Way Bad off him and look to what shot the female. Before him was a massive crimson and gold Autobot-as evident by the symbol on his chest-with jet wings on his shoulders, missiles on one hand and a laser on the other, and a face hidden behind a red-tinted glass, showing a stern visage.

"Uh...Thanks, er…" Way Big thanked.

=I am Omega Supreme!= the giant Autobot declared as he aimed his laser arm and fired a blast at the Way Bads on Titan, knocking them off.

'_...Oh I am feeling some very tingly sensations in my naughty bits right now,' _Makoto thought as she grinned widely, her tail wagging as it smacked some Incurseans away.

"Ohmygosh! Ohmygosh! Ohmygosh!" Frida began to hyperventilate.

"Giant battle robot~~~!" the two squeed.

* * *

"Boss, dey got a Supreme wit' dem!" an Incursean whimpered.

"What?! I thought dose Cybertronians scrapped da lot of dem in deir war!" Milleous exclaimed, "Gah! Why is it dat da moment Ben 10 shows up, things like dis come outta nowhere?!"

"Maybe because you…" one began before Milleous' tongue snapped his neck.

"Anyone else got any complaints!?" Milleous snapped.

"N...no…"

"Good..den get da cannons ready! We're taking out Tennyson first!"

* * *

"There's so many of them," Patelliday noted, watching the battle of the Way Bads against a trio of giants.

"And no clue how much longer Ben has left as Way Big," Max frowned.

"I have an idea!" Blukic exclaimed.

"No you don't!" Driba argued.

"...I missed ya!" Blukic exclaimed.

"No y...me too!"

* * *

"Ugh. Feels like we take one down, three more replace them," Jin growled, back to Ragna as they swung their blades at Incurseans, "And without any seithr, we're not able to pull out Distortions."

"..." Ragna looked at his Grimoire, "Then let's get some." he grabbed his arm, "**BLOOD KAIN!**"

"?!" Jin tensed as he suddenly felt the burst of power, along with a familiar energy appearing in the air, "...Brother?"

"I noticed when I use it...it releases Seithr...Not enough to mutate someone...but enough to give them a power boost…" Ragna grinned, "And best of all…" for a brief moment, a white emblem appeared behind him, "More than enough for Distortions. **Carnage…**" he rushed at the Incurseans and swung once and then again...before they cried out and two massive blades of red and black energy tore into them like a pair of scissors, "**SCISSORS!**"

"...That is probably one of the metalist names I have ever heard, and I _love it_," Kevin admitted, currently coated in metal from an Incursean tank as he punched an Incursean away with a fist shaped into a mace.

"...That aura again," Gwen whispered, looking at Ragna, "...Is that what Seithr is? It...it feels so...chaotic."

"Meh. it...wait. We can use Distortions again?" Makoto blinked...before grinning at a group of Incursean Tanks.

"What's a Distortion?" Jenny asked.

=CHAAAAARGE!= an Incursean began as the tanks moved forward, only to stop when a giant energy gate appeared behind Makoto =...RETREAAAAAAAAAT!=

"**Big...Bang...**_**SMAAAAASSSSSH**_**!**" Makoto shouted as she punched forward, sending a massive energy fist as it bowled over the group of tanks like nothing, "Strike!"

"..." Bumblebee's jaw dropped to the floor...causing Silverbolt to pick it up and reattach it.

"Well that's something," Silverbolt noted, "...I am loving this planet even more! No one should ever underestimate the life that lives on this planet!"

Jin swung Yukianesa around before ice engulfed it, creating a bow and arrow made of ice-made wings, "**Hiyoku…**" he drew back an unseen string before releasing it, sending out a wolf-shaped arrow skyward at one of the larger Incursean fleet's ships, freezing it solid before it shattered into snowflakes, "**GETSUMEI!**"

Noel combined her Bolverk into a chaingun, "**Zero-Gun: Fenrir!**" she pulled the trigger and a barrage of energy shots the size of her body fired out rapidly from the barrel and struck the Incurseans, blowing them up sky high, "That's for capturing Robotboy, taking his battery out, and blowing up my favorite bookstore that sold my favorite romance novels!"

"I am so glad to know these guys…" Dani awed at the compilation of attacks, "...Wait. Can we do that?"

"That….is honestly a good question," Danny admitted, "...Nevermind. L-"

"RAAAAAAAGH!" Luna shouted as she bursted out of the hole...carrying a MASSIVE version of her hammer as she slammed it on top of a large Incursean tank, "Give Luna and Sena's Oji-san back, you baka-hentai-gamas!"

"...Least she's helping somewhat," Ragna muttered before Tao jumped over him and pounced the center Incursean within a small group of them.

"Hey! G-" he began before Tao's claws popped out, "?!"

"Nya...**I'mma Beat the Crap Outta You!**" Tao shouted before engulfing the entire group of Incurseans in a large fight cloud, each one being sent flying with one being dragged back in when he tried to crawl away.

"...Wow," El Tigre blinked at that, pausing from slashing an Incursean.

"You'd have to be a member of the Clan to learn how to fight like us, Nya," Tora replied before El Tigre could ask, pouncing an Incursean, "That or be female with a love for felines and willing to learn, nya."

"They're simple like that!" Ester shouted as she swung by, kicking down a tall Incursean.

"You know...all of a sudden...this is very easy," Makoto spoke, "Only problem is…"

"RAAH!" Way Big shouted as he tackled a Way Bad over.

"Those...We need something to send those guys away," Makoto stated before seeing Milleous' ship aiming at Way Big, who soon took notice as he prepared to defend himself, only for a pair of Way Bads to keep him pinned, "Oh no."

=Dat's it...just keep him nice and still…= Milleous' grinned as the cannon began to charge =Say bye bye, Tennyson=

=NULL VOID PROJECTOR!= Blukic, Driba, and rook shouted as the Proto-TRUK flew into the area.

=Null Void wh...?= Milleous began before the Proto-TRUK fired a beam at the Way Bads, causing them to suddenly vanish =?!=

"Thanks, Rook!" Way Big shouted before quickly crossing his arms in an x-pattern, quickly blocking the purple laser from Milleous' ship.

=I might be losing my To'kustars, but at least I can take you out!= Milleous snapped.

Two more Way Bads attempted to pin Way Big, only for Omega Supreme and Titant to grab them and hold them in place. The Proto-TRUK was able to use that opening to hit the Way Bads with more beams, making them vanish as well. Way Big skidded back a few meters before the purple began to give way to a green light. Way Big let out a roar as his green beam began to overpower the purple laser.

"Ah fribbit…" Milleous paled.

An escape pod quickly formed around him as it quickly ejected from the flagship as soon as Way Big's laser shot right through it, resulting in a massive explosion.

"?! ...Da boss' flagship...da To'kustars…" an Incursean watching paled as the remaining conscious soldiers were about to retreat before a massive wall of ice blocked their path, "?!"

"I don't think so," Jin frowned, sheathing his katana as the group glared at them.

"Not so tough when you're the ones being cornered," Ragna smirked, resting his sword on his shoulder.

"Ulp…" the Incurseans gulped as they shared looks...before dropping their guns and holding their hands up over their heads...before several pants fell as a mad cackle went off.

"Grandpapi/Papi!"

"Puma Loco strikes again!"

* * *

"Gah...grr…!" Milleous grunted, climbing out of the wreckage of his pod...only to be greeted by Ben and his group, "...Ah fribbit."

"Well now, this feels so familiar, huh? Like it's been a whole month since we were like this," Ben noted.

"Emperor Milleous of Incursea, you are hereby under arrest for conquering a planet, assaulting Plumber agents, oppressing both the people of Earth and yours, purposely starving your own people, enslavement of an entire species, and much more," Tsubaki scowled.

"And don't bother calling your To'kustars. They got a one way trip to the Null Void," Kevin smirked, "And the others on the planet are being sent away now by Rook on his ride."

"Oh. And don't bother bringing up your army and your armada," Makoto smirked as she stepped aside, showing both Psychobos and Attea in handcuffs, "We took them, your mad doctor, and your smug daughter down too."

"D'oh….How embarrassing…!" Psychobos growled, trying to get out of his cuffs, while Attea was standing calmly and not bothering to look at her dad.

"And most importantly, we have you," Max finished as Gwen shot a beam of Mana at Milleous, engulfing him in a mana bubble.

"So...uh...you lose." Ben smirked.

"Can I deck him?" Kevin asked.

"Oh no...If anyone's earned that...it's Grandpa," Max smirked.

"Sorry...but I'll be taking him off yer hands," Attea spoke as she raised her hands, letting her unlocked cuffs fall off her wrists, "Since he lost, that makes me in charge of the Incursean Empire...just like I planned."

"Who with the what now?" Ben blinked.

"Oh I call bullshit that you planned all this!" Makoto snapped.

"You think yer cuff was loose by accident or dat pipe was easy ta break?" Attea asked.

"No…." Ben spoke.

"I refuse to believe you are any level of smart!" Makoto persisted.

"Oh please…" Attea paused, giving Milleous a glare for a moment, "After the last time I tried to usurp da throne, _daddy_'s been keepin' me at tongue's length… Do you know how many times he's smacked me with that tongue of his? How many times he threatened to put me in stasis like my mom?...How many times he threatened to _kill me_?!"

"It was...da only way t' keep you in line," Milleous spoke.

"Ugh...Oh my god...We don't care about how messed up your family is…" Ben groaned, "Look...we won. Day's over...can you two just shut up and go to jail...wait...no. I know this mood...what's the deal?"

"Ugh...spit it out frog lips…" Makoto agreed.

"Fine. Here's da deal; I walk away and take my armada, while you take daddy while the empire goes back to last year's borders," Attea answered.

"So you'd be getting away clean," Ben frowned.

"Tough toadies. Ya take the truce, or you take the war and risk wiping out an entire race," Attea argued as she shot him a grin, "Can ya live with that, Ben?"

"Well from what I hear, Vilgax is getting kinda mad at you, too," Ben argued, "I spent a month in your ranks...We learned what happened before you came here. So...far as I see it? Playing nice on both ends is the only way you can rely on me coming to scare him off next time he gets...hungry."

"Lose the attitude, girl; this is barely a win," Makoto agreed, leaning against Ben, "So we'll keep your Daddy in lock up, visiting hours are on the Plumber website, now Buh-Bye~"

"...Know what? Fine...I'll take it," Attea nodded as her personal ship began to lower down, "Later, daddy~"

"Grr...I knew I should've put you in stasis when I had da chance, ya double-crossin' backstabber!" Milleous snapped...before sniffing a bit as his lip quivered, "Dey grow up so fast…"

"I am really glad we only spent about three weeks among their kind cause this is some serious bipolar shenanigans…" Ben muttered to Makoto.

"No kidding," Makoto whispered.

"Oh and Ben?" Attea spoke, earning his attention as she was about to step into her ship, "Last chance...ya wanna come with, ditch da rat, lose da monkey face and be Bullfrag full-time?"

"Yeah….No...no...not ever." Ben shook his head with a laugh, "I just got a girlfriend...What kinda idiot loses one after a month?"

"Well…" Makoto spoke.

"Dude," Ben deadpanned.

"Kidding~!"

"...Fine. Yer loss…" Attea shrugged...before firing her tongue at Ben and quickly planted a 'kiss' on his cheek before retracting it back, "See ya later den, Tennyson!"

"Oh you little…!" Makoto seethed as Attea's ship took off.

"...I swear she's just like her mother…" Milleous muttered.

"Yeah yeah. Whatever, toad lips," Kevin stated as he elbowed the bubble, causing it to shake as Milleous vibrated inside.

"Don't shake him too much Kevin…" Max warned, "The big ones are always the ones that lose their lunch."

"Good thing..I didn't eat yet...today…" Milleous grumbled.

* * *

"I see him!" a human shouted as everyone saw Ben and his group walking back into the city and began to cheer them on.

"Heh...Not bad, Ben," Ragna grinned as he moved over to walk beside them, "Ya took down an entire corrupt empire from the inside...Makes me wish I had ya with me while I was taking down NOL bases."

"Thanks," Ben nodded, "And, uh, sorry 'bout the big hole in Undertown."

"Eh, the folks have been planning on making a skylight for the town," Ragna waved it off, "You just saved a ton of arguing."

"Well at least we no longer have to fear evil space Kaiju!" Makoto cheered before shuddering, "Seriously those poor things looked creepy…"

"Which is why this one will be facing a long imprisonment," Tsubaki stated, glaring a bit at Psychobos.

"Oh, you're d-d-d-d-despicable…"

"Seems we have some reporters coming this way," Bumblebee noted.

"And that is my cue to flee," Puma Loco stated, flying off with a large sack, "I was never here!"

"...Your family is very complicated, dude," Dani deadpanned at El Tigre.

"Yeah, but they're _my _family," El Tigre beamed, "Wouldn't change them for the world."

"Aw, that's so sweet, miho," White Pantera chuckled.

"So that is what happened…" Optimus whispered after talking with Lance and Ilana, "...Do not worry, princess. Within time, we'll be able to help take your home planet back."

"Well I'm sure that'll change the odds," Lance smiled.

=It also helps we bonded in our time in the vault= Octus spoke.

"That it does, Octus." Optimus smiled.

"Alright...now who h-" Ben began as he stood before the crowd of reporters.

"STOP! Stop stop stop!" everyone turned to see Harangue as he moved past the crowd, "Are you all insane?! This is exactly what I was warning you all about! This menace Ben Tennyson has revealed his army..and have defeated the only people that have been keeping us safe from these...these freaks!"

"Grr…" Tsubaki frowned, about to speak before Makoto began to step up, "?"

"You've all been poisoned by these aliens into thinking they're nice..but no! They are here t-" Harangue continued before Makoto slapped him hard on the face, "?!"

"JUST SHUT UP ALREADY, YOU JERK!" Makoto snapped.

"Wh-?! H...how dare you! I w-don't you ignore me!" Harangue snapped as Makoto walked past him and up to one of the reporters.

"Can I borrow that mic for a moment?" Makoto asked.

"Huh? Oh sure thing, ma'am..." he muttered, handing it over shocked by the outburst.

"Thanks. I promise to give it back when I'm done," Makoto promised before looking at the crowd and cameras, "Attention, everyone...My name is Makoto Nanaya, a member of the Plumbers...and a Beastkin, a race of half-human/half-animals. Where I come from, my kind...my kind is looked down upon...despised upon. We're even treated as slaves if a certain type of collar is put on our necks. And the worst part of it is? The government of the place me and my friends lived in? They didn't care what happened to us Beastkin. To them...they saw us as weapons...tools…" tears began to form in her eyes, "Because of that...I was afraid...afraid of never finding anyone that'll accept me for me...but I did. I found the best friends I could ever had...and now, here in Bellwood...I can see it…" a soft smile began to grow on her face, "Humans can get along with anyone...and not just aliens either. Beastkin...robots, even those with special powers like Danny Phantom...because we all fought for what's right. We all fought for the planet we love...the planet that gave the aliens refuge when they were no longer accepted on their home planet. The planet that has shown so much love to newcomers...a planet…" she paused as she looked back at Ben, "That has someone special looking out for it." she looked back at the cameras and crowd, "So before you decide to stop watching or listening...please. If you ever see someone of a different species or race being oppressed...step in and help them find the way, because in the end...they may end up becoming someone you can rely on...someone you can trust….I thank you for your time…" she bowed her head as she returned the mic, wiping a tear away as she began to walk back over to the others.

"Well heck…" One reporter began, "These kids ain't much older then my own and they saved us...I'm pretty sure we owe them a big thanks."

"Agreed...and I've never seen someone with such a big heart like hers," another added, looking on at Makoto.

"We can truly learn a lesson from all this…"

"What?! No! No, you cannot!" Harangue snapped as he shot up, "Can't you see this is nothing but a hoax?! That 'speech' was just them trying to f-"

"Hey...zip it," Makoto spoke as she looked back, "Or should I mention you were going to spray that same juice that controlled the Way Bads...and have everyone-including the parents of the brave heroes that fought today- tell us that we should never have been born and that we were mistakes?"

"?!" Harangue tensed at that, "...I...ignore her. She's speaking lies!"

"Oh like the ones you did involving me?" Ben asked with a smirk as he walked beside Makoto.

"Th-That's nothing but lies and slander!"

"Ahem," White Pantera cleared his throat, "Ladies and gentlemen. My name is White Pantera of Miracle City. I was brought here by Incurseans from my home in Mexico-which I will be returning to once I contact the embassy here-due to fighting them off to protect my home. To those who are unaware, I wear unique boots, ones that have been in my family since my ancestor Golden Leon." he motioned to his boots as they began to glow, "They are known as the Bronze Boots of Truth and grant me two very special powers. The first is super speed..." he showed this by zipping back and forth fast enough to leave several after images of him in heroic poses before standing beside Harangue, "And the other is rather obvious given the name of them. Whosoever touches these boots _must_ tell the truth." he held up a leg to Harangue, "I give you the chance to keep your honor. Please touch my offered boot and we will prove whether what she speaks of is a truth or lie."

"...Fine. But this is a waste o-" Harangue began as he did so, only to tense up, "...Yes. It is true..I was going to watch while I had my controlled people boo away the heroes in disgust with the parents telling them they were mistakes and should never have been born, and then have them take their own life so they don't have to suffer those memories again." he tensed once White Pantera lowered his leg while giving him a very cold, stern glare, "...Uh…"

"...That's messed up," Kevin spoke with a frown.

"Agreed," Kagura added with a scowl.

"...N….now now. What I was going to do...I did it to free your minds so you can forget those fake acts of 'heroism' they did," Harangue tried to reason at the glaring crowd and reporters, "Y...you can't do this. I have the right t…" his phone began to rang, making him groan as he answered, "Ugh what?!...oh. I apologize sir, I...wait. What do you mean I'm fired? ...What do you mean my car is being towed?! I did nothing wrong! ...Those reports were 100% true! They were not edited! ...I was not producing fake news! I...hello? Hello?!"

"Mr. Harangue, a wise warning from me and my son," White Pantera warned, "Don't come near Miracle City..."

"Because if you do, you will not like what we will do after hearing what you were planning to do to my mom who is a school librarian and loved by nearly everyone in the city," El Tigre growled, his eyes glowing.

"Okay guys...don't worry...he's my public enemy," Ben spoke up, patting the father and son's shoulders, "He only likes coming after me...so just let me handle his nonsense. I'm legitimately immune to it by now. I mean, I just got ejected into space...freed the world from global domination...and he's still trying...I don't think he's ever leaving me alone. And...that's fine." he smiled, "I got friends and family who know the truth. That's all that matters at the end of the day, doesn't it?"

"...A very wise way of looking at it," White Pantera noted, "Well, as much as I would enjoy seeing sights here, I _am_ here illegally due to that invasion along with my son and his friend." he picked up El Tigre and Frida, "I am off to the Mexican Embassy now. If you come to Miracle City, we will welcome you and your friends with open arms, Mr. Tennyson."

"Let's save the world some day," Ben promised with a wink to El Tigre, "Also, probably wanna call his Mom…" he chuckled.

"Ai no…" White Pantera realized his point.

"Ooh...Mama is probably hyperventilating like crazy…" El Tigre cringed.

"Dude, you are _so_ grounded," Frida noted.

"Okay, be good!" White Pantera declared.

"No wait! I didn't get to…" Frida was not allowed to finish her complaint as they vanished in a blur.

"Nice family," Ben smiled, returning to his friends.

"Once we answer some questions, we'll need to get back to Detroit to help rebuild after the To'kustars tore it up," Optimus noted.

"And I gotta find my parents and get back to Amity...My mom's probably worried sick," Danny added.

"And Sam most likely," Makoto smirked.

"...I can and will possess you and make you act like a loon once the cameras are off," Danny warned, "And not the bird kind."

"Fine fine…" Makoto chuckled as she held her hands up.

"Good..." Danny nodded as he flew off.

"Later, guys!" Dani waved as she followed him.

"...Hpmh…" Jin scoffed as he began to walk off.

"And where are you going?" Ragna asked.

"To find someplace to live…" Jin answered, narrowing his eyes at Noel for a moment as she and Tsubaki were hugging Robotboy, "I don't wanna be near that piece of trash."

"I have some bunks at HQ," Max spoke up, making Jin stop, "Son, frankly I think it's safer to keep you at arms length...but I can tell a good person is somewhere under all that ice and brooding. You'll have to run into 'em now and again...but it's better then the streets, ain't it?"

"Besides...I don't think she'd like the idea of you living like a bum," Ragna added, jerking a thumb over at Tsubaki, "And no way in hell are you moving into Undertown. I just finally got my own place to call home...I do _NOT_ need you there to mess it up."

"...Hmph. fine then," Jin said, a small smirk on his face, "I'll accept your offer, Magister."

"Good. N-woah!" Max yelped when Luna hugged his leg.

"UWAAAGH! Oji-san~!" Luna cried hysterically.

"Oh hey there Kiddo…" Max smiled, patting her head, "Ah that month must have been rough for you, huh? But I'm just glad you were safe."

"Mmm hmm...but Gwen kept us company," Sena sniffled, taking the helm right now as he looked up at him with big watery eyes, "Luna really wants to learn magic from her."

"Oh? A possible apprentice?" Ben asked Gwen as he shot her a smirk.

"Well, they do have a spark for it," Gwen noted.

"I can't wait to see how Kevin takes this news," Ben smiled.

"No!" Kevin crossed his arms, "Nuh-uh! That kid is not coming back with us!"

"You're just mad that Zed likes them as much as she likes you," Gwen replied as said Anubian Baskurr nuzzled Sena before going over to Kevin and pounced him to lick his face.

"Untrue...Zed likes me more," Kevin said proudly, managing to get Zed off, "Besides, each time you left the room...she kicked me in my shins!"

"Bleaugh~" Luna quickly stuck her tongue out at him before changing back to Sena.

"See?!"

"Least she got her to curb the language," Ragna muttered.

"She kept calling you 'Jerkedge'," Kevin argued.

"Better than what she kept calling us before," Ragna countered.

"Alright...look, the day's ending…" Ben spoke up, "The Earth is saved...I have a LOT of monuments to repair...by the way, I _will_ be using my Clockwork form for that so...all those from the future...stay the heck away." he went on, "I'm home, I want to potentially fix my room...then I have a date later with Makoto...so...wanna have the After party for saving the Earth this weekend?"

"I'm down with that," Makoto grinned.

"So...this is a thing now?" Mai asked.

"Yep," both replied.

"We don't even get to see how you two came to a conclusion...it just happened while off Earth?" Mai went on.

"Hey, we were stuck in space for a while...in a small...cramped pod...things needed to be said!" Makoto countered.

"..." Noel's cheeks turned pink.

"Noellie, don't you dare," Makoto ordered.

"I shall not be silent!" Noel declared as she fled.

"Noel Vermillion, you get back here right now!"

"You won't tell me what happened; I'll fill in the blanks with my imagination!" Noel declared.

"We just talked...and maybe kissed...but that's our business!" Makoto argued.

"I am lost," Robotboy blinked, tilting his head in confusion, "What Noel do?"

"Oh Robotboy...so much to teach you." Tsubaki sighed, picking him up while Noel was busy.

"Noellie I swear to god! Mine and Ben's love life is ours and ours alone!" Makoto snapped with a final lunge at Noel.

* * *

_GT: It's over! It is finally over! Frog wars are no laughing manner!_

_SZ: *layings there snoozing, covered in ash and soot*won...take that...stupid frogs...eat blown up...Monokuma head…_

_Z0: AHAHAHAHAHA! *breaths laser beams* BURN! YES BURN FOR Z0! _

_GT: ...Read and review folks while Z0 finishes getting everything out of his system._

_Z0: Lock me in space will you! I'm gonna lock all of you in hell! Everyone's getting blown up tonight! FINAL….EXPLOSION! *chunk of Earth is taken out by giant explosion* _


	38. Rules of Engagment

_SZ: *winces* Ooh...hoo boy...this episode…_

_GT: The headaches...the punches...it's insane. ...Ya sure we need to do this chapter?_

_SZ: Yes...we've already fixed quite a few bad episodes from Omniverse and already nixed one of the most HATED arcs in it...might as well nip ths ne in the bud and change it with a better outcome. Also be honest...you KNOW you've wanted to change this one for quite some time…_

_GT: Honestly, been trying to avoid this one with those earlier chapters having Ben figure it out sooner than this episode...But right. This is one pill I have to swallow...just like the ones for my gallbladder stones…_

_SZ: True...but we've toughed it out before with certain other chapters in our stories, and we fixed the episodes those are based on...and were received rather well._

_GT: Fair enough. Alright...since Z0's not here to help start the chapter off with us, let's get on with disclaimers. We do not own any series used for this story. They are owned by their respective companies/corporations/etc. Let's move on. *calmly turns to SZ* ..._

_SZ:...what?_

_GT: *removes mask, revealing Segata Sanshiro*_

_SZ:...oh no..._

_Segata Sanshiro: Sega Saturn, shiro! *grabs SZ*_

_GT: *playing Sonic R on the Sega Saturn with Toy Freddy, hearing the screaming* Should've had a Sega Saturn with him like me. *Toy Freddy nods before fanfare goes off on the game* Oh, come on! Best 8 out of 15! I will beat you one day, you crafty bear you! *looks at the readers* Also, trigger warning for those who might think this chapter feels feminist. Any complaints and we'll sic our security team…*points to all the animatronics of FNaF wearing night guard badges*...on you._

_SZ: And sorry….if the chapter...feels a bit...rushed..._

* * *

It had been six months since the Incurseans were driven off of Earth, and things had finally gotten back on track...well...a few things had changed since then. For one, humans have been slowly becoming more and more relaxed around peaceful aliens coming to Earth given they've fought alongside one another during the war...and no Will Harangue with his smear campaign as he was fired and blacklisted from every news station for not only siding with the Incurseans, but also what he had admitted to under the Bronze Boots of Truth on live television. People still hear from him with his online podcast...but they just brush it off and pay little mind to it. As for Ben and the others, things have changed as well...but let us turn attention to said transforming hero and a certain squirrel girl as they were currently stopping a robbery at a local jewelry store.

"Ben Tennyson, I will crush you!" Fistina shouted, attempting a downward punch from the air at XLR8...only for him to blur out of the way as her fist slammed into the road.

"Seriously? Robbing a jewelry store?" XLR8 asked with a smirk, "What? Is Psyphon so desperate, he needs to steal human jewelry just to make some money?"

"Nyet," she replied, "Is very nice looking."

"Oh, I can understand that. I mean...I'm more of an Alexandrite girl, but…" Fistina quickly turned before she was slugged by Makoto, "Everyone's got their preference."

"That wasn't a hint on a gift for your birthday, was it?" XLR8 asked.

"May~be...may~be not," Makoto teasingly smirked before jumping back from Fistina's fist, "But let's focus on dealing with Fistina here."

"...If you are thinking of doing that strategy again...Ha! Tough luck…" Fistina laughed before tapping the side of her head, causing a panel to move down before her face, "I am prepared for the unconscious air trick."

"...Ben, may I?" Makoto asked, looking over at XLR8.

"Uh no way. I called dibs, remember?"

"True...but...I guess you don't want to see that cheerleader outfit I picked out for ya, Mr. Soccer Champ~" Makoto teased.

"...You're bluffing….I know you, and I can tell you're bluffing…"

"That's not what you said when you saw me in my swimsuit at the beach~"

"..."

"Uh...are you two forgetting that we are f-?" Fistina began before two blurs shot past her, her head spinning in place before it fell off, "...da...again…"

"You seriously like pulling that one out, don't you?" XLR8 asked Makoto as he changed back into Ben.

"Hey. Least we did a double whammy and took her down," Makoto shrugged as she tapped the collar of her uniform, changing her back to show she was wearing a brown shirt with an acorn on the right breast and hip-hugging light-brown shorts, "So win win."

"Yeah yeah…" Ben rolled his eyes with a chuckle, Fistina's body about to grab him before an energy net wrapped around it and knocked it over, "Thanks for the save, partner."

"Of course," Rook nodded, standing near the Proto-TRUK as he put his ProtoTool away, "Now to take her in," he said as he walked over and picked up Fistina's head.

"Think she'll even f….no no. That's a loaded question," Ben muttered.

"Grr...this is embarrassing...though…" Fistina paused as she looked up at Rook, "I like the way you move, little man~"

"He's already got someone, so swing and a miss," Makoto stated while looking at the necklace on Ben's neck, "Mmm...Nah. Not your style, Ben."

"Fair," Ben shrugged, "Still, let's get this back to the store she swiped it from."

"Then we can resume our date at th…" Makoto began before she noticed Ben looking at a nearby TV Screen, "...uh Ben?"

"...Julie's back in town," Ben whispered.

"...Ooh~ Hoo boy…" Makoto cringed before looking at Rook, "You go take Fistina back to HQ, Rook. This is gonna be a bit heavy…"

"...Understood…" Rook nodded, reading the 'room' as he walked back to the Proto-TRUK, "...and like Makoto said, I already have someone," he interrupted Fistina before she could say anything.

"Poo…"

"So that's Julie, huh?" Makoto pondered once Rook was gone to the truck while she looked at the screen, showing a young woman around Ben's age with her black hair pulled into a hime cut wearing a pink sweater/hoodie with orange and cream bands on the upper sleeves and a cream shirt with orange trim beneath and a white skirt, "She looks nice."

"Yeah...and I really screwed that relationship up…" Ben sighed, "No doubt she has that boyfriend of hers with her…"

"...You want to try and patch things up, don't you?"

"Considering the last time we talked and I ended up ruining our relationship over a video game? Yeah...I want to at least try…" Ben admitted, "Though...not sure if we're even on talking terms…"

"Always tricky," Makoto nodded, "Still...It's better to always try. Otherwise, it'll just keep eatin' at ya like beetles when they infect fruit trees."

"Beetles when they what?"

"Oh, sorry. Something my mom says since our family grows crops like fruit and nut trees," Makoto noted.

"That is another bridge I am dreading to cross when we find your family," Ben muttered before shaking his head, "One problem at a time."

"Agreed. For now...any idea where Julie might be?"

"Yeah. The tennis stadium is not too far from here."

"Perfect. Then let's go!"

"Right."

* * *

"Excellon cherie. Exquisite. You are even better on the outcourt!" a tall young man with short blond hair called out, a French accent in his voice as he took a few pictures of Julie while she swatted away at a few tennis balls, "Okay, break. We do not want you to be too tuckered out."

"Right…" Julie nodded, panting a bit as she moved off the court, walking over to a bench to grab a towel before a bottle of water was offered to her, "?"

"Uh...hey…" Ben awkwardly greeted, "Thirsty?"

"...Oh. Hey…Long time no see…" Julie said, grabbing the towel and began to walk away.

"...Hoo boy...She really_ is_ that mad…" Ben cringed, "...l...look. I'm sorry okay."

"Hmm? Sorry for what?"

"For what I said over the phone...I was in the middle of a game and ended up answering and...Look. I'm sorry, okay?"

"...Ugh. Honestly Ben...I wish you'd be more truthful around me…" Julie sighed.

"Oof~ That...yeah. This is gonna be rough," Makoto winced, standing near the bleachers near Ben as she hopped down.

"Okay...look. We...we know I'm bad at this…" Ben sighed.

"Understatement." Both girls spoke in unintended unison.

"I just...want to clear the air...we used to be friends...and I'd like that. I mean we've both moved on." Ben spoke.

"Hit the breaks. You're nearing a potential hazard." Makoto warned.

"Oh shoot I am...See?! I told you I was bad at this!" Ben panicked.

"You dated him...you know that." Makoto sighed.

"Yes. I have," Julie admitted, "I guess...it was kinda stupid. And we were friends...but it's just...weird. Our...new significant others aside."

"Oh good we're acknowledging it." Makoto sighed.

"Oui…" the french young man nodded simply.

"Okay see? I brought you for emotional support…" Ben sighed, "Not sideline commentary."

"Babe I do what I do." Makoto countered.

"...hmm. So you've moved on rather quickly," Julie noted, looking at Makoto.

"Quick nothing…" Ben argued, "It took us months to even say anything...and we were locked in a space pod for most of that talk!"

"Wow you've actually gotten worse at this," Julie blinked.

"He got worse!?" Makoto laughed.

"I did not…" Ben muttered, "But look...I just want to patch things up a-"

"Ahh...but we all must move on with life," the french man spoke as he walked over, "Where as you have left here, she has chosen me so she could think about herself."

"...Seriously? This guy?" Ben deadpanned, pointing at the french man.

"Ben…" Makoto sighed.

"Wha...but…."

"Mmm…"

"But I…"

"Hmph…"

"Oh fine...sorry." Ben sighed.

"You...you can control him?" Julie blinked.

"Eh. Someone has to keep him from putting his foot in his mouth," Makoto shrugged.

"I don't do it…"

"Hmm…" Makoto countered with a look.

"I'll shut up now…" Ben sighed.

"Huh...I expected to hate this...but I'm oddly enjoying it." Julie muttered.

"I'm amazed at how alike they are." the French man muttered.

"I didn't think anyone could...rein him in."

"It's not that hard…" Makoto muttered.

"No offense...but you saying that is not exactly a sign that you're normal." Julie argued.

"Wha...no…" Makoto muttered, "Huh...you have a point…Then again, is anyone normal?"

"Looks who.." Ben began before his Omnitrix went off, "..."

"...I'll get it," Makoto sighed as she turned her communicator on, "What is it?"

=I got a Emergency Call from Ester down in Undertown= Tsubaki's voice answered =...Princess Looma's back, and she's looking for Ben=

"...Oh boy," Ben and Makoto whispered at that.

"...what did you get mixed up in now, Ben?" Julie asked with a sigh.

"Kevin's fault!" Ben declared.

"Kinda was...but I mean you took his car…" Makoto muttered.

"It's not enough!" Ben snapped before groaning, "We'll be there shortly."

=Please do…=

"Great...today of all days…" Ben groaned, facepalming before looking at Julie, "Look. I...need to hurry and stop before something big happens. Just...please wait so we can talk, okay?"

"...Okay. But I want you to promise me you'll be back by the end of the day," Julie stated, "If you can do that, then I'll hear you out. If not...it'll prove you haven't changed."

"Little harsh…" Makoto whispered.

"I...I promise to try…" Ben sighed, "How am I still saying that?"

"Eh. There are certain phrases that never leave us," Makoto shrugged, "Anyway, let's stop alien-Xena from destroying the Hot Spot and...inadvertently Undertown before an intergalactic incident happens."

"Hopefully Ragna has her busy…"

* * *

"AAH!" Ragna screamed as he crashed into the walls of the Hot Spot, "OW!"

"Where is my beloved?" Looma demanded, one of her arms holding a Kraaho male before tossing him away, "If you do not bring him to me, I will decimate this little village piece by piece!"

"Lady I don't care who your boyfriend is...you toss me through a wall again, we're gonna have problems…" Ragna growled, standing up, "Thank god the Old man sprang to get me these indestructible versions of my clothes…"

"I'm just glad we got someone like you looking after Undertown, sheriff," Ester spoke as she landed near him, "Hopefully you'll buy some time until Ben gets here."

"Please let him get here...and drop that stupid dinosaur form he likes so much on this…" he looked around, "Ah good...no kids….Let Ben drop his dino ass on this bitch!"

"You have issues don't you?"

"Oh trust me, that is a well best not peeked into. Now if only my dumbass brother would be useful!"

"She blindsided me…" Jin groaned from a whole in the wall.

"Well you should've kept closer attention, dumbass!"

"Grr…"

"I mean it. If Ben Tennyson is not brought here, I…" Looma began before a large iron ball crashed into her, sending her flying as she crashed into the opposite wall.

"Ha! Knew I could hit her from that far!" Makoto laughed as she and Ben ran in.

"'Bout time you love birds made it." Ester sighed happily.

"We would have been here sooner...but we were like halfway across town dealing with some emotional business." Makoto explained quickly.

"Ooh...how bad?" Ester asked.

"Oh it's pretty bad." Makoto answered, making her cringe a bit.

"Women…" Jin spoke as he climbed himself out of the hole.

"He does not speak for us!" Ben and Ragna declared, rushing forward.

"Raaa!" Looma roared as she forced the iron ball off her, "Who…?!" she blinked when she noticed Ben, "...Ben Tennyson!"

"GH?!" Ben tensed as he skidded to a halt, about to turn and run before Looma grabbed and hugged him.

"Good Battle, Beloved!" Looma beamed.

"Huh...you know...I think I'm the jealous type." Makoto spoke, her fist clenched up as it shook.

"Duck and cover!" Ester panicked.

"Duck a-WOAH!" Makoto yelped as she and the others ducked under a thrown boulder.

"You stay out of this, vermin," Looma frowned before smiling at Ben, "I have been looking all over for you, my beloved. I've been getting rather lonely not seeing you."

"Oh god someone get me out of here!" Ben panicked, slapping the Omnitrix as he turned into Ghostfreak and vanished, "I am not liking where this is going!"

"Mmm…" Looma pouted, "Why must you tease me so….oh! While I am here, I might as well conquer this little village and find its strongest warrior to present for our wedding."

"...Wedding?" Ester blinked.

"Blame his best friend for getting him into this," Makoto explained.

"...Yeah no," Ester frowned at that, shooting up as she stretched over to in front of Looma, "As the leader of the Kraaho, I insist you stop."

"Leader? Ooh~~ That's the best one!" Looma grinned excitedly at that, raising her fist as she charged.

"Oh that's never good." Ghostfreak and Makoto sighed.

"I hate everything about this." Ragna complained, "Jin...we're doing the fast ball!"

"I dislike the fastball, brother!" Jin argued.

"Too bad!" Ragna barked, grabbing Jin and spinning around before tossing him at Looma.

"Gah!" Jin screamed as he crashed into Looma...to no effect as Looma grabbed him.

"How...ooh~! Something blue!" Looma beamed.

"Huh?"

"It's Tetramandian customs for the bride to be to bring something to the wedding," Looma explained, "Something conquered, something bruised, something severed, and something blue."

"Why does the last one oddly seem the most normal…" Makoto asked.

"Uh yeah. Pretty sure we got the same thing here on Earth." Ragna spoke, "Only we don't take people!"

"Brother help!"

"You have a sword!" Ragna snapped.

"Yes, but you made me drop it before you tossed me!"

"I…" Ragna began before noticing Yukianesa on the ground, "...Oh...so I did…"

"Okay...I draw the line at hurting my friends...and my Co-worker." Ghostfreak spoke as he flashed to Humungousaur.

"Thank you for not including me as your friend!" Jin complained before Looma tossed him into a large bag, "And now I'm in a sack!"

"And seriously Looma, stop before you…"

"But I wanted to make sure I had something from the groom's side..and conquering the Earth will be really conscientious," Loom countered.

"I am not letting the Earth get conquered again!" he complained.

"I am having it…." Makoto jumped onto Humungousaur's shoulders as she put her hand up, "Up to here with this! I have had alls I can take with this topic! You want this doofus...well tough luck! He's my doofus now!"

"Hey~" Humungousaur complained

"...what?" Looma's eyes narrowed at that.

"Also aww..." he beamed before blocking Looma's punch, "I mean ah man!"

"You heard me! I claim this doofus in the name of Makoto!" Makoto barked on top of Humungousaur.

"She is really hamming it up…" Ester muttered as Ragna helped her up.

"Either she's so jealous she's become stupider...or...and this is a big _or_...she has a plan." Ragna countered.

"...This is perfect then…" Looma frowned, cracking her knuckles, "I know what to bring as something severed...the vermin's head and tail!" she roared as she tried to grab Makoto with her free arms.

"Why antagonize her!?" Humungousaur groaned as he jumped back, causing Looma to miss.

"I've had enough with entitled space princess' trying to take my boyfriend! Sue me!" Makoto argued as she jumped off Humungousar's shoulder and slammed her feet into Looma's face before jumping and flipping away.

"I'd cheer, but I think that just makes it worse." Ester sighed.

"Please don't encourage them…" Ragna ordered.

"Ha!" Makoto shouted, slamming another boulder on Looma making her stagger back.

"I really wish today was a normal date day!" Humungousaur complained, punching Looma and sending her flying.

"This is a normal Date day!" Makoto cheered.

"No! A normal date...ugh! Nevermind!" he groaned.

"I love you too!" Makoto laughed enjoying her small victory.

"Can someone get me out of the sack?!" Jin complained.

"Silence!" Looma snapped.

"Hey! Only we…" Makoto began before her communicator went off, "...uh one sec," she held a finger up as she dodged another punch, "Yo."

=Please tell me you chased off Looma…= Tsubaki sighed.

"It's...it's a work in progress...wait. Why this sigh?"

=Attea...and she has hostages=

"Wh-?! Seriously?!" Makoto snapped, jumping over a lung from Looma, "What is everyone wanting to take my boyfriend toda-wait...what hostages?"

=Okay so this is were things really get awkward…=

"No…" Makoto realized.

"Oh what now?!" Humungousaur groaned, grappling with Looma as their fists clashed.

"It's Attea...and I think she has Julie and her boyfriend," Makoto answered.

"Oh you have got to be kidding me!" he roared, growing until he towered over Looma, "One day with my girlfriend...enjoying a nice day...is that too much to ask!?" he picked Looma up in his now giant hand, "I'd also like to clear the air with my Ex so we can at least be friends again! But no!~!~! I have to deal with alien invaders who want to turn me into a trophy husband!" he leaned his arm back and with all his strength swung sending Looma flying out the entrance to the Hotspot and through Undertown and crashing into the river.

"...ugh…" Ragna groaned, walking over to the dropped sack and tore it open, letting Jin out, "You watch the place with Ester. I gotta go help Ben deal with those damn frogs again…"

"Grr…"

"Oi...don't give me that look. Besides…" Ragna paused as he handed Jin his katana, "You can keep the Tetramand princess in check."

"...very well...but hurry."

"Fine…" Ragna sighed as he stood up and looked over at Makto and Humungousaur, the latter turning back into Ben, "Come on. Let's hurry before we have space frogs invade Earth..._again_."

"And rescue Julie so I can make it up with her later and finally get my and Makoto's date back on track," Ben added.

"The fact you are doing all this just to get back to a date is sweet." Makoto smiled, "But you know we got plenty of time to have alone time, so we can just focus on the normal stuff."

"We get it you two are literally a perfect couple...go!" Ester complained in a sarcastic tone as she smiled.

"Gotcha, Es-chan!" Makoto beamed as the three ran off.

"Ugh….what a pain," Jin groaned as he stood up, dusting himself off.

"Hey. Be glad Ben handled the problem before things could get worse," Ester argued before an explosion went off, a few Kraaho being sent flying, "..."

"...ugh. Now what?" Jin groaned in annoyance, the two turning towards a smoke cloud with a female figure being seen within it.

"Where is he?" the figure demanded, a fiery and fierce look in their eyes, "Where is Ben Tennyson?"

"..."

"That man has horrible luck with women…" Jin spoke simply.

"You are not wrong...oh man!" Ester panicked as the figure jumped towards them.

* * *

"...You know, when I hold people fer ransom, I expect t' see Ben come runnin' in and rescuin' them," Attea muttered, standing near a tied up Julie and her boyfriend.

"Well I'm sorry for the inconvenience...but you kinda picked the worst time ever." Julie spoke.

"Julie, is now the time to taunt the frog lady?"

"Hon...let me worry about that." Julie responded.

"Yes…"

"Wow. All Earth men are easy to whip ain't they?" Attea muttered.

"Some are easier then others." Julie sighed.

"Should I feel insulted?" her boyfriend asked.

"No...it just means you and I are a better match. Just like Ben and his new girlfriend are." Julie explained.

"Oh...so that was all just a bit...wait why?"

"Partly make sure Ben has changed for her sake…"

"Yeah...well I'm gonna change his mind about da rodent when I see…" Attea began before a green flash went off, "Oh. Perfect timing."

"One day…" Heatblast sighed, "Just one…"

"Ben...we talked about the anger issues against villains." Makoto spoke as the two ran over.

"Can't I go Supernova just the once?" Heatblast pleaded.

"Uh and risk your ex and her boyfriend getting major sunburn? No thank you," Makoto shook her head.

"This is why you're the smart and pretty one." Heatblast sighed.

"Damn right I am!" Makoto laughed before ducking under a laser shot, "And hello to you too, frog twerp."

"Rat," Attea frowned before looking at Heatblast, "Ben, great to see ya...but let's speed dis up, okay? I release dese two, and in return, ya come back wit' me for a date...as Bullfrag. Sound good?"

"Yeah how about no?" Heatblast countered.

"Ya sure? It be a shame i-"

"Surprise suplex!"

"Wh-oh not aga-!" Attea began before Makoto slammed her into the ground via suplex, "Fribbit…"

"My man! Not yours...mine!" Makoto barked at the downed female Incursean.

"Yeesh...not touching that hornets nest," Ragna muttered, currently untying Julie and her boyfriend.

"Oh your new." Julie noted.

"Why is the hair…" the french man began.

"One word about the hair Frenchy, and you can fly yourself to safety." Ragna cut him off, "This is why I prefer aliens…"

"Least we took her down...hopefully," Heatblast muttered as he changed back to Ben, "And Julie...I am so sorry for what happened. I…" an explosion went off, "..."

"OH NOW WHAT?!" Makoto snapped as they looked at a newly made hole in the stadium, a figure being seen within the smoke.

The figure in question was a woman with tan skin, short and spiky gray hair, golden eyes, and a scar across her nose. She was taller than Makoto's 5'4", standing at 5'9", with large breasts and hips which didn't fit her clothing very well. Said clothing consisted of a black jacket with gold trim and buttons, a small white shirt with several unbuttoned to expose the entirety of her cleavage, brown steel-toed boots, brown fingerless gloves, and denim hot pants. Her jacket had a badge with an unusual emblem resembling a gauntlet of sorts on the right sleeve, and she wore a belt which was much too large for her waist and thus dangled behind her in a manner resembling a tail. She wore a bulky golden metal gauntlet on her left arm with a scorpion carved onto it, and a golden metal gauntlet with a round spiked elbow guard on her right arm.

"Okay...which of you is Ben Tennyson?" the woman asked, a serious look in her eyes.

"...I swear to the Celestialsapiens I don't know who she is," Ben instantly replied, holding his hands up when Julie and Makoto gave him a look.

"I do…" Ragna sighed.

"Huh?"

"Met her once in Undertown a few weeks back…" Ragna answered, "Given her look...despite how revealing it is, she's a mercenary."

"Oh...it's you," she spoke, looking at Ragna.

"Sup Butt-floss?"

"My name is Bullet...not 'Butt-floss,'" she frowned.

"You can correct me all you want...but won't change the fact you are running around in a denim thong!" Ragna argued.

"This is my uniform."

"Woman, we can see your entire ass!"

"Oh…" Ben and Makoto realized how familiar this bit felt.

"Were we ever that bad?" Ben whispered.

"I hope not…" Makoto whispered back.

"...Tch. Getting off topic," Bullet shook her head before looking at Ben, "You are Ben Tennyson...correct?"

"I am...why?" Ben cautiously asked back.

"I was hired…" Bullet began as she quickly got into a pouncing position, "To terminate you," she stated before pouncing at Ben.

"Oh thank god. I thought...Oh Geez!" he panicked as Makoto picked him up and jumped out of the attack, which cracked the ground...before an explosion went off as debris was sent flying.

"Woah!" Makoto yelped, using one of the flying rocks to propel herself and Ben back further, "Okay...so she has explosive punches too…"

"Tch…Missed," Bullet frowned, standing in a small crater as she pulled her armed fist out.

"This is just peachy…" Ben sighed, "But at least...it's just an assassin…"

"That is not a good thing…" Makoto muttered.

"I'll take that over all the other nonsense of today," Ben explained, "...Wait. Who hired her?"

"How should I know?" Makoto shrugged.

"Hey butt-floss!" Ragna shouted before quickly pulling his sword out and blocked Bullet's punch, "Who hired you to take Ben out?"

"Some reporter...he promised me he'd get the information I require," Bullet answered before swinging her leg at Ragna's head, making him duck, "He also informed me how much of a threat Ben Tennyson is to Earth."

"...Harangue," Ben and Makoto groaned.

"Oh my god you are so goddamn stupid!" Ragna snapped as he threw a punch at her, only to miss when Bullet sidestepped it before punching him in the gut, "Guh!".

"And you are in the way of my mission…" Bullet countered, jumping over him as she leapt at Ben and Makoto.

"That may be...but you are still really freakin' stupid…" Ragna grunted getting back to his feet, "Ugh...I hate annoying women like that."

"Oh?" Makoto smirked teasingly at that as she quickly dodged another punch from Bullet.

"Don't read into that!" Ragna barked.

"Could've fooled m-ack!" Makoto gagged out when Attea's tongue wrapped around her, making her drop Ben.

"If anyone ish daking Tennyson, ish me," Attea argued as she pulled Makoto into the ground.

"Oh come on! Seriously?!" Ben groaned, turning to Kickin Hawk as he landed, "Okay...let's do this…" he sighed, raising his hands.

"Perfect. I…" Attea began before the wall beside her exploded, making her tense before she was slugged, making her let go of Makoto.

"No...Ben Tennyson is my beloved!" Looma argued, carrying the sack she had Jin in with one arm.

"Wh-?! Goddamnit Jin! You had one job!" Ragna snapped.

"Not important, brother!" Jin snapped from inside the sack.

"Ow! Watch where you're stabbing that thing!" Ester yelped from in the sack.

"Ester?" Makoto blinked, "How did that happen?"

"I'm not proud of it...but she tangled me up with my own arms…"

"Me too!"

"Oh yeah like I enjoy being wrapped around a guy whose powers are a temperature I hate…!"

"Don't blame me for being jumped by that mercenary!"

"Says the man who got the black eye from both her and the Tetramand princess!"

"Jin shut up…" Ragna sighed, "Ester...we'll help you out in a bit but...shit's gotten real crazy...and that Mercenary is a god damn dumbass! Who by the way...YES! Is wearing a freakin thong in public!"

"GH?!" Bullet tensed in mid-pounce, a blush forming as she fell to the ground, "Th-these are not a thong!"

"Chance!" Makoto cheered as she shoulder checked Bullet, sending her flying into Looma.

"Gh!" Looma grunted as she staggered back a bit and smacked Bullet away, "Out of my way!"

"You are the one in my way…" Bullet growled, getting annoyed with these bits.

"I am starting to regret coming here with you, Julie…" the french man muttered as the two hid behind some debris.

"Well I did warn you things would get weird, Ervet…" Julie replied.

"You should have stayed in France!" Ragna spoke, drop kicking Looma into Bullet, who punched her away in anger, "Crap Baskets!" he frowned blocking Bullet's next punch with his sword.

"Seriously today i-ack! Not again!" Makoto gagged when Attea's tongue wrapped around her neck.

"Shoulda been aying at-" Attea began before she felt a stinging sensation on her tongue, making her quickly let go of Makoto's tongue and reel it back, "Ow! D...did ya jush bit mah tongue?!"

"How do you think I feel?!" Makoto shouted in disgust, rubbing her tongue, "Ew ew ew! Frog spit!"

"I have been fighting an urge to comment on that!" Kickin Hawk spoke as he spun and kicked Attea, sending her flying away, "But I also know better…"

"...ugh. What did you ever see in him, Julie?" Ervet asked Julie, "No class whatsoever…"

"You know, Ervet...despite all his faults…" Julie began as she looked at her boyfriend with a small frown.

"And he has quite a few," Makoto chimed in as she ducked under a thrown boulder from Looma.

"Ben never asked to be a hero...but at the end of the day, he does a lot of good...to protect the people close to him," Julie continued, "Give him a break."

"It's all I ever ask for." Kickin Hawk spoke as he jumped and kicked Attea again, sending her flying away, "Seriously one day where aliens and assassins…"

"Stupid assassins…" Ragna spoke.

"I will kill you!" Bullet snapped.

"Get in line Butt-Floss!"

"Grrr…!"

"Don't get in the way of my date wi-" Kickin' Hawk continued.

"Gah! Why must I deal with such annoyance?!" Looma exclaimed, "I came to greet my beloved and present him with gifts, but instead I have to deal with...with..._rivals _in the form of a weak frog and mutant rodent..."

"Hey!" Attea and Makoto snapped at that.

"Some assassin and-and-and…" Looma began before noticing Julie, "...some weak human! GAH! If any of you interfere with me and my beloved, your _entire planet _will suffer my fury!"

"I apparently still get no say in any of this!" Kickin' Hawk complained before his Omnitrix began to bleep red, "...OH F-" he began before flashing back to Ben, "...Come on!-!-!"

"Okay...dis is gettin' annoying…" Attea growled as she got up, pulling her blaster, looking back between Makoto and Julie, pondering who to shoot at first...before ending on Makoto as she was tangling with Bullet, "Die rodent!"

"Wh-" Makoto began as she turned..only for Ben to quickly push her out of the way as the laser hit him in the shoulder, "?!"

"Gah!" Ben grunted in pain, holding his shoulder as he hit the ground.

"?! ...Shoot! I...d'oh…!" Attea fumed before glaring at Makoto, "You stupid rat! Look what you made me do!"

"Oh don't you blame me! I…" Makoto began before Looma slugged her hard in the face, "...Ragna, mind dealing with that merc?"

"What do you think I'm doing?!" Ragna barked, blocking another of Bullet's punches as the explosion sent him skidding back.

"Good…" Makoto nodded, picking Ben up as she carried him near Julie and Ervet, "Mind watching him for me? I have an upstart princess to teach reality to."

"I...feel...dizzy…" Ben groaned before a flash went off as he turned to Swampfire, "Oh...the defense system turned on...I must have been dying...ugh…"

"Don't worry Ben...you rest up," Julie assured as she moved over to Makoto's side, "We can handle them."

"Hmm?" Makoto raised a brow at that.

"I'm not entirely defenseless," Julie explained before whistling, causing her gym bag nearby to burst as a small Galvanic-Mechamorph hopped around a bit.

**=Ship! Ship-Ship-Ship-Ship!= **it beamed before eyeing both Attea and Looma..and immediately growled at the two.

"Oh, now that's just adorable," Makoto cooed.

"Ship...Battle Mode," Julie commanded in a simple tone.

**=Ship! Ship-Ship!=** it beamed at her.

"Eh? Battle Mode?" Makoto blinked as Ship bounced over to Julie.

Ship rippled before collapsing into a puddle of itself. The puddle then engulfed Julie before reshaping and solidifying into a suit of armor. It added roughly a foot and a half to her height with bulky angular armor on her lower legs, lower arms, torso, and head. Her helmet was blocky and her face was exposed behind a green-tinted visor. Ship's 'eye' formed on the center of her chest armor.

"...That is so cool!" Makoto squeed, stars in her eyes.

"Focus," Julie scolded.

"Right, right, right," Makoto assured.

"So how many times has she had to pull that out?" Swampfire asked.

"More often than you'd think," Ervet replied, "But that's what we get with dating strong girls like ours, no?"

"Yep…" Swampfire agreed.

"I get the frog, you handle the spoiled brat?" Makoto asked Julie.

"Wh-?! I am not a spoiled…!" Looma began.

"Mmm...Nah. You can have her…" Julie answered before looking at Attea, "I'd like to pay _her _back for earlier. Ship...sic her."

"...Ahh fribbit," Attea paled a bit before yelping when she barely avoided a green laser.

"Don't ignore me! I am a princess a-" Looma began before Makoto slugged her hard in the face, sending her crashing to the other side of the stadium.

"Did ya forget that I'm who you're fighting, spoiled princess?" Makoto asked, cracking her knuckles.

"..._You_ I will enjoy taking down the most for stealing my beloved from me, vermin," Looma scowled as she climbed out of the hole, cracking all four sets of her knuckles before she charged, "RAAAGH!"

"Bring it on!" Makoto shouted as she charged in return.

"I'm fighting a gal in a thong that throws explosions when she punches. A Tetramand princess is fighting a squirrel girl strong enough to punch people into orbit when she's got enough Seithr in the air, and another girl in a Galvanic-Mechamorph that can turn into armor is fighting an Incursean princess," Ragna muttered, dodging another punch from Bullet, "...Is it Tuesday already?" he tensed when Bullet's legs wrapped around him before he was suddenly slammed down hard into the ground, "GH! Great...She didn't skip leg-day either! ...Still doesn't change th-"

"Don't say it..." Bullet warned with a frown, aiming her weapon at his face as she looked down at him.

"Yep. Really thinking it's Tuesday," Ragna noted.

"AHH!" Attea yelped as she dodged an enlarged fist Julie, "Ya know...when I came here t' Earth, I was expecting to leave with Ben...not deal with a human decked out in Galvanic-Mechamorph Armor!"

"Yeah, well, what did you expect considering Incurseans invaded us just a few months ago with mutated To'kustars?" Julie replied.

"It was rhetorical! And dat was mostly my dad! Not me! Him!"

"I feel there's a lot of baggage there…" Ester muttered from inside the sack.

"Yer not involved in dis, Kraa_ho_!"

"I'm feeling pretty involved…"

"You do realize what she called you, right?" Jin asked.

"I don't...oh...now I get it."

"I don't…" Jin blinked before whispering was heard, "That's disgusting...it's disgusting…"

"Oh shut it."

"RAh!" Makoto roared as she slammed a hook punch across Looma's face before grunting a bit when Looma punched her in turn.

"You think you can defeat me?" Looma laughed.

"I don't know give me a minute…" Makoto muttered, "I think I've gotten pretty good at taking out jerks bigger than me. I'm sure Kajun could explain it in Nerd...but I know your two ton ass is gonna go down hard..."

"...You think you're cute...don't you, rodent?" Looma frowned as she summoned her weapon.

"Bitch…" Makoto began before her tonfa began to convert into gauntlets, an energy fist beginning to engulf one of them before she punched forward, sending Looma flying and crashing through the stadium wall, "I'm adorable."

"Whoa that's new!" Ragna exclaimed as he punched Bullet across the face making her stumble back.

"Yeah...Azmuth paid a visit after the invasion and gave us a lot of upgrades...but yet with me, he just implemented a stronger spring so I can stop messing with the settings each time I slap the watch." Swampfire muttered, reverting to Ben who just had a hole in his shirt shoulder now.

"Yup! And I am loving my new weapon!" Makoto beamed, ducking under a beam from Looma's weapon before she swung and punched, sending out a energy ball as it slammed into the female Tetramand.

"Oh that's just not fair…" Attea complained before she was blasted into a wall.

"Your mistake was coming back here…" Julie laughed.

"Will you just stop blowing me up, Striperella!?" Ragna complained.

"I...what?" Bullet blinked, stopping mid-punch, "St...stripperwhat?"

"I get it…" Ben and Makoto spoke.

"Wh-what is it!?" Bullet panicked, only to be shoulder checked into a wall.

"Holy crap...this talking shit works." Ragna muttered.

"Told ya!" Ben and Makoto cheered.

"Oh just sh-" Attea began, about to lash her tongue out at Makoto before an enlarged hand grabbed her, making her croak out in a gasp.

"You are really bad at this, aren't you?" Julie asked swinging Attea around before slamming her into Looma.

"Oh trust me. She tries to put up a huge cocky front," Makoto nodded before doing a rising punch on the two, sending them flying further, "Think Ben for froggy here...only if his Ego was amped up by a lot."

"So after Ben first started getting his awards then."

"I wasn't that bad…" Ben deadpanned.

"Hahahhaha!" Makoto laughed, "Sorry...sorry...just...oh...knowing you, it was probably awful."

"Hey!"

"Sorry, still love ya!" Makoto cheered.

"Oh come on…" Ben sighed.

"I refuse to allow you any wins when you used to be an ass." Makoto argued.

"Isn't it enough you own a control for my watch, woman!?" Ben complained.

"Holy shit she has that?!" Ragna gawked as Julie couldn't help but laugh at their dynamic.

"It was Magsiter's orders after coming fully public of their relationship." Jin explained, "Also...get me out of this sack now!"

"I'm...working on it." Ragna spoke blocking Bullet's next punch, "Damn it woman...is the thong cutting off circulation of much needed oxygen to your brain?"

"Grr...this. Is my team's uniform!" Bullet snapped

"I highly doubt all of them wore jean short so short you should be arrested for public indecency!" Ragna snapped back, "For god's sake woman! They are called pants! Buy them!"

"We can't have been that bad…" Makoto spoke to Ben, jumping over a beam.

"God no." he nodded.

"Ahh! Cold cold!" Ester yelped.

"Out...now!" Jin demanded.

"Oh fine…!" Ben groaned as he rushed over and opened the sack, letting the two out as he untied Ester's arms, letting her and Jin free, "There...happy?"

"No. He's only moody," Ragna quipped.

"Grr…"

"I only need one moody bitch in my life!" Ragna snapped at that, "And it's either my brother or the pole dancing merc! But not both!"

"I do not understand what you are inferring!" Bullet snapped, a blush on her face as she stopped mid-punch once more.

"Ha!" Ragna roared kicking Bullet, sending her flying and into Jin, "That was unintentional...but cathartic."

"Stop using me as a target!" Jin snapped.

"Maybe if you were less of an ass, people would treat you better," Ben deadpanned.

"Kinda got you there, Kisaragi-senpai," Makoto added before ducking under Looma's swing and uppercutted her with an energy fist, "Spoon!"

"Wh-?! Who goes shoutin' spoon?!" Attea snapped before she was grabbed and tossed away by Julie once more, "Stop! It! I aint a ragdoll!"

"Oh I don't want to hear that from the idiot who runs in with no plan and needs his life partner to save his ass when he runs out of power." Jin argued to Ben.

"Hey...it is mutual." Ben argued back.

"Ben...sweetie…" Makoto began.

"Oh let me argue…" Ben complained.

"Yes but you know how you and senpai get."

"Now you know how I feel when dealing with his shit!" Ragna shouted.

"Yeah but with you it's worse 'cause he's a creepy brocon...with us, he's just an ass," Ben argued.

"I will murder you!"

"Hah! Yeah you've been trying for six months, Frosty!"

"Our score is still 50-50 Tennyson..and I will beat you one day."

"He's very anti-social, isn't he?" Julie asked, firing another laser at Attea.

"You have no idea," Ben and Ragna deadpanned.

"...Grr! Screw dis!" Attea snapped, whistling as her personal ship hovered overhead, "Dis day ain't worth t! So..another time, Ben!" she shouted before hopping up to her ship as it flew off.

"Yeah that's right! He's _my_ doofus!" Makoto shook her fist.

"That I am." Ben sighed.

"No! He is mine!" Looma roared, lifting her weapon up before she was blasted back by a laser from Julie's Galvanic-Mechamorph suit.

"...Team up?" Makoto offered as Julie moved up beside her.

"Team up," Julie nodded just as Looma bursted out of the rubble once more.

"I will decorate my room with your corpses!" Looma snapped.

"You ain't the first psycho-space bitch to say that to me." Makoto smiled, "And probably will not be the last."

"I'd believe it," Ester muttered before noticing Bullet getting back up, getting ready to pounce at Ben, "..Oh no you don't!"

"Raaa-!" Bullet began as she pounced, only for Ester's stretched limb to grab her leg and pulled her to the ground, "Gh! Grr...let go! I need t-" she began before Ester pulled her arm away just as Jin froze the mercenary in a block of ice, leaving only her head unfrozen, "..."

"No...no more nonsense…" Jin frowned, sheathing his kanata as he had an annoyed look on his face, "I've had enough of today….Nanaya, you and Tennyson's Ex wrap it up. Now."

"Well thank you very much," the two nodded before dodging one of Looma's swings.

Looma roared as she tried slamming her hammer on the two, only for Makoto to jump over it and punch her hard in the face, causing her to stagger back before julie shoulder checked her, sending her staggering back further. Looma blinked as Julie punched her, sending her skidding back. She quickly shook off the attack as she prepared to fire at her, only for a large shadow to loom over her as she looked up...to see Makoto raised her clasped fist up as they were engulfed in giant energy fist.

"Here's something I've been practicing out. **Cosmic Hammer**!" Makoto roared as she lowered her combined energy fist, driving Looma hard into the ground as a large dust cloud filled the area.

"Ugh…" Looma stood there for a moment before falling to her knees.

"And with this…" Makoto picked her up slightly, "Now Ben is mine...so beat it!" she shouted, tossing her out through the roof.

"Why am I the object to be won in all this?" Ben complained.

"To be fair, you're not much of a prize...except to me." Makoto smiled, "Plus...it was really sweet when you took that laser for me."

"Well...not like I could just stand there and let you get hurt," Ben shrugged, "We're partners after all, both in work and romantically."

"Aww~" Makoto cooed as she ran over and hugged him.

"...Huh. You really have changed," Julie noted as Ship moved off of her, "I was afraid you were still..well you when the ego was still over the top, but…let me ask you something then."

"Huh? Oh. Well...shoot," Ben replied as Makoto released the hug.

"That call I made and those things you said...were you really playing a video game?" Julie asked for clarification.

"Yes...actually…" Ben began as he pulled his phone out, "Turns out...I ended up turning the camera on by accident after I dropped the phone just as you called me."

"So you more or less buttdialed," Makoto smirked before Ben shot her an annoyed look, "Fine fine...shutting up for now."

"Thanks," Ben muttered, looking through his phone before he found the video in question, "Here we go. Just as you called me."

"?" Julie blinked at that as she watched the video, realization soon hitting her as she watched on, "So...you really were…"

"Yup."

"...Oh lord…" Julie facepalmed before sighing, "I guess...the breakup was more or less both our faults."

"Yeah...it really was…" Ben replied, sheepishly rubbing his arm as the two tried not to look at one another, "I get it was easily the stupidest break up ever...probably in the history of ever. But...I don't want us to be those ex' who hate each other for the rest of their lives. I want us to still be friends. You were an amazing friend in spite of all the weirdness being friends with me entailed."

"...Yeah. And you were an amazing friend to...despite your faults," Julie admitted, "And even though you were late at times for certain reasons…like a certain movie incident."

"Still gonna hang that one over my head, aren't you?"

"Yup..but your faults at times is what makes you...you," Julie smiled a bit, "And I'll never forget all the times we spent together."

"Same. I'm just happy we both found someone who makes us happy." Ben added.

"Same." Julie smiled, "And with the air cleared...I hereby absolve you of your guilt, Ben Tennyson." she joked.

"Oh thank god…" Ben sighed.

"Now I leave him to you." she smiled at Makoto.

"Don't worry...I got him whipped." Makoto cheered leaning against Ben.

"No you don't…" Ben deadpanned.

"I do~" Makoto cheered leaning against him further.

"...Know what? I _was _gonna take you to this new all-you-can-eat after all the stuff we dealt with, but now...forget it," Ben smirked.

"Hah?! But...I...ooh~" Makoto whined at that, "No fair, Ben-kun~!"

"Don't do that. You know it makes me cave!" he complained.

"Well don't tease me with stuff like that!" Makoto argued back.

"Oh like you did when you tempted me with the cheerleader outfit?"

"I...well you…" Makoto muttered, trying to find the right word to say, "...Shoot!"

"Ahh~ I finally won a round," Ben grinned.

"Ahh mou~!"

"Huh...Ervet's right. You two are a lot alike," Julie noted before walking over to said mentioned boyfriend, Ship hopping into her arms as she did, "But glad to know you have each other's back...and making sure to keep the other in line."

"They seem perfect for one another, no?" Ervet agreed.

"Yeah. They do," Julie nodded

"I'm not explaining this shit…" Ragna muttered, picking up his sword before leaving as fast as he could.

"Hey. You forgot…" Ester began, pointing to the frozen Bullet.

"Nope!"

"Grr…" Bullet growled at that.

"Uh...I'll just call Ben's grandpa about you...crazy lady." Ester spoke, walking away.

"...Ugh. I didn't need this…" Jin sighed as he walked away as well, "If anyone needs me...don't call me."

"Wait...are you just…" Bullet began as the lights inside began turning off, "...Damn it."

* * *

"Ugh...finally today's over with…" Ben sighed in relief, sitting at Mr. Smoothie's with Makoto, "Finally managed to patch things up with Julie...but thanks to certain elements that won't be mentioned, I had to change the spot for our date, so...sorry, Makoto."

"Eh, it's fine. Not like we could've expected such madness," Makoto shrugged before grinning, "But at least I finally beat that stuck up princess Looma."

"Yeah...but she threatened you and thanks to their customs, you're now my fiance," Ben countered.

"Why'd you have to bring that up?" Makoto sighed.

"Hey. She stated it. Besides, I'd rather have it come naturally," Ben stated, "As far as I see it...you've saved me from that madness...so that's some serious girlfriend points there."

"..Heh...yeah," Makoto chuckled, making Ben raise a brow, "S...sorry. Just...I still can't believe that this is a thing. Me...a girl from the future, falling in love with a boy from the past. Feels like something out of Noellie's Romance movies."

"Please don't give her ideas to sell her stuff as movies…" Ben smiled.

"Like I'd do that. Plus...well, she's been pretty busy with her new part-time job," Makoto added, "Also she's been really getting out of that shy little shell of hers."

"Guess we have Robotboy and Jenny to help with that," Ben nodded, "Still...whatever the story...I'm just happy it happened." he laughed, "I mean...you're the first person I met after my two best friends left... and it ended up me getting both a new best friend, partner...and girlfriend. Sounds like the greatest deal ever."

"Yeah...it really does," Makoto smiled softly, placing her hand on top of his.

The two began to lean in only to stop as Makoto's communicator went off. She groaned and chucked it into a garbage can. She then turned back before grabbing Ben by his shirt before pulling him into a kiss, surprising Ben slightly before he returned the kiss just as Makoto let go of his shirt.

=Guys...I need a report…= Tsubaki spoke, =Guys...Guys...I know you can hear me...oh please tell me you're not ignoring me while making out again…=

"Hmm? You hear something?" Makoto asked, pausing from kissing Ben.

"Nope."

"Good," Makoto grinned before resuming the kiss, her tail swaying gently.

* * *

"Mmm... Honestly, those two," Tsubaki sighed, standing before a computer while dressed in a slightly more armored version of her uniform, a small cape over her shoulders, "Ah well…"

"At least you're not 'Aunt Tsubaki' yet," Kajun smiled while walking up beside her, her lab coat decorated with stripes on her shoulders to denote a higher rank, "They have that much restraint."

"Thank the Celestialsapiens…" Tsubaki sighed before smiling a bit, "They do deserve this after today."

"True," Kajun nodded, "So...How's the search going for anyone else possibly from our time?"

"Still no luck…" Tsubaki answered as she looked back at the screen, "Hopefully we'll be able to find them, especially...our families."

"We've had to rebuild a lot...and those from our era were likely hiding during the invasion. Finding them will take time. But with how well I've expanded our information network system." Kajun smiled.

"Ehem…"

"Yes, and you and the others expanding agent resources and teams…" Kajun sighed, "It's thanks to my work they can even stay in contact…" she mumbled.

"That is true...Ms. Head of the Science and R&D department," Tsubaki smiled a bit.

"Aye," Kajun giggled a bit, _'Me...Head of Science and R&D...I wonder how Kokonoe would react to that?"_

* * *

=Achoo!...That was odd= a female voice spoke from a communicator =...Nevermind. Tager, did you arrive safely?=

"Affirmative. Though I had to switch to alternate fuel sources for my flight since there's no Seithr in the air to let me replenish my normal fuel through conversion," a rather large figure spoke, standing inside what looked like an abandoned military base.

The figure was tall, roughly as big as Rath, roughly eight feet in height. His muscular skin was a deep tan to the point it seemed to be nearly turning red. Tager had a square jaw with two sharp canine protruding from his lower teeth and sported pointy, black hair with a singular white streak on the side. A pair of small orange-tinted glasses hid his eyes as he looked around. On his forearms were large, magnetic gauntlets that come up past his wrists; Tager's hands were covered in metal gloves with a single red dot on their palms. Complimenting his muscular physique, Tager wore a tight fitting, sleeveless jacket that left his thick arms bare. The jacket was a light red in front and cinnabar on the sides, separated by white zips with two metal zippers. He wore a large brown belt attached to a red skirt and two metal pleats that covered his thighs. Finally, Tager's look was completed by a pair of beige boots with red metallic toe caps.

=Good. I'll be there shortly so we can set up base= the voice stated =After that and once you're refilled...We'll be searching for Agents Nanaya, Natsume, and Faycott, along with anyone else who was time displaced=

"It is quite surprising, ending up well over two hundred years in the past, Kokonoe," Tager noted, "Though I would have preferred to not deal with those frog aliens on their invasion."

=Me neither, but those are the least of our worries= Kokonoe stated =The moment the Master Unit senses something's amiss...forget about time resetting. It'll most likely reset the entire universe itself to make sure things are correct=

"Affirmative," Tager replied as he walked by an old sign reading 'LOS SOLEDAD MILITARY BASE.'

* * *

_GT: Yep. We did a time skip. But it was needed since no one tends to read about rebuilding efforts and the like. And now I shall be drowning myself in eggnog to forget this episode ever existed..._again_. *walks off*_

_SZ: Same here...be glad we finally got this out of the way! Now we can move onto better things for this story...but not yet! We are taking a break from this story to give it time to rest..and work on newer ideas._

_Z0: *sleeping in the corner* No...no...I didn't blow up that police station...stop hassling me...that's it...Pig grab the shotguns..._

_GT: And with that, please read and review._


	39. OVA: Birthday Plans

_SZ: We have returned! And this time with another OVA!_

_GT: We do not have time since today/yesterday is/was April 2nd, 2020._

_SZ: Which you know what that day represents if you're a fan of Blazblue….and no it...well kinda international PB&J day(yes that's a legit thing surprisingly), but it's also the bday of one of the best girls in the series._

_GT: Yep. So we gotta do this quick to be on time or, at worst, a day late. So blah, blah, blah. We own zip. Go for it, Z0! *grabs SZ and flees*_

_Z0: Ahahahaha! *flame forms dragon like armor around me* Mwahahahaha! *punches the ground causing the other half of the earth to explode* _

* * *

"Mmm~" Makoto grunted as she woke up, sitting up in her bed as she stretched a bit while dressed in her sleeping attire, "What a night...heh. But…" she grinned as she looked at a nearby calendar, "Today is the day~ Just gotta grab some clothes and greet the others!"

She hopped out of bed and moved to her closet. Opening it, she looked at her options for the day before grinning as she pulled out an orange and brown top that exposed part of the upper half of her chest and shoulders with a black strap on the top part. Going to the dresser, she opened it before pulling out a pair of black shorts with white trim where the legs came out of while she grabbed a gold bracelet from the jewelry drawer. A few minutes later, Makoto was dressed up in the outfit with the black strap making an 'X' over her chest due to it being clipped in a loop on the back of her neck.

"Alrighty…" Makoto grinned, approaching her bedroom door before opening out, "Good morning, every…" she paused before blinking, seeing...no one in the house, "...one? Uh...guys? Hello~?" she looked around, "Now where the heck is everyone? Ben? Rook? Girls? RB? ...Anyone? ...Maybe Magister Tennyson might know," she muttered as she pulled out her badge from her tail and tapped it.

=Plumbers Hea...Headquarters= Patelliday answered, a yawn coming from him mid-sentence.

"Hi, Officer Patelliday," Makoto greeted, "Everything alright?"

=Fine, fine. Just near the end of a long night shift is all= Patelliday assured.

"Ahh...gotcha," Makoto noted, "Question...have you seen the others by any chance? I just woke up and...well, no one is here."

=Hm? Others? ...Oh! You mean Ben and the others? Well, Ben's off-planet at the moment with Tsubaki and Rook. Small emergency and should be back around lunch= Patelliday noted =Don't wanna go near the labs to see if Kajun's there...I've been hearing things that I'm worried about going near there lately=

"I don't blame you on that," Makoto agreed, "What about Noel, Mai, Jenny, and RB?"

=I believe Noel and Jenny took Robotboy to see his creator on a possible upgrade= he answered =As for Mai…Eh, tracking her comm and it says she's coming to your current residence=

"Ahh thanks," Makoto nodded just as she heard the door, "And that's her right now. Talk to ya later, Patelliday sir, and try and get some rest."

=Can...ahh. Do= he yawned as he cut communications.

"Huh...wonder what Mai was doing?" Makoto pondered as she put her badge away, "...ooh~ I bet I know…"

* * *

"...Okay...no one seems to be here…" Mai whispered, peeking into the place as she carefully and quietly snuck in, carrying a few bags, "Guess Makoto…"

"Hey Mai!"

"KYA!" Mai yelped, dropping the bags in the process, "M-Makoto!"

"What ya doing~?" Makoto asked.

"J-just bringing in stuff from the store!" Mai quickly answered, grabbing as many of the bags she dropped as possible.

"You're acting suspicious." Makoto spoke, "What are you hiding?"

"What am I hiding?"

"Hiding something from me?"

"Hiding something from you?"

"Are you?"

"...no. I'm not," Mai answered as she walked to the kitchen, "We needed more groceries, so I decided to pick some up from the store while the others were busy."

"Oh….well I can help i-"

"I can take care of it myself," Mai stated.

"Are you sure you're not hiding something?" Makoto leaned in close to Mai, "Cause your acting weird about some really...very...normal stuff." she leaned forward with each word, "So I ask again...ah…" she took a quick breath, "What are you hiding?"

"I swear I'm not hiding anything…." Mai muttered, nervous from the proximity and breach of personal space.

"Really?" Makoto asked as she backed away.

"Yes really," Mai answered, giving a small sigh, "Look. Why not find something to do...I heard the gym reopened."

"Fine." Makoto walked off. Mai watched Makoto leave the room then waited a few moments till she heard the front door open and close.

"Phew…finally she's gone," Mai sighed as she opened the pantry, only to cry in surprise as Makoto somehow jumped out, "How...you just...what!?"

"I knew it! You're hiding something!"

"Ah!" Mai panicked, running away.

"Oh no you don't!" Makoto shouted as she gave chase, "Get back here!"

'_Why'd I have to be left alone with Makoto while the others are busy?!' _Mai mentally exclaimed.

"You can't hide from me!" Makoto shouted, jumping after her.

* * *

"Oh no...We left Mai without backup!" Noel suddenly panicked.

"But we left her at home with...ohh…" Jenny realized.

"Demo...We can't leave until Professor Moshimo is finished with Robotboy," Noel muttered.

"...I'll go and hurry back," Jenny offered.

"Oh, I hope you can get there in time. Makoto knows how to make Mai talk," Noel noted in worry.

* * *

"...I think I lost her…" Mai whispered, hiding in an empty building as she cautiously looked around, "Just don't crack, Mai...d-"

"_Oh, Mai~"_

"GH!" Mai tensed, quickly bringing her spear out as she cautiously looked around, "D...don't freak out Mai...just...pretend you're somewhere else...and not in a place that reminds you of that RE3 game...only replace the dangerous humanoid bioweapon with Makoto…"

"_Should I be flattered you think of me as a weapon of mass destruction~?"_

"...With hearing akin to Baldi…" Mai muttered, "All I need is a security office with a pair of doors and it'll be a FNaF fangame...or a precursor to it since it won't come out for another year."

"You know I know they say imitation is a form of flattery...but that was a LOT of Flattery," Makoto sighed, appearing right next to Mai suddenly.

"EEK!" Mai freaked, swinging her spear at her.

"Whoa!" Makoto yelped, jumping back, "The heck?!"

"Sorry, sorry! When I have my spear out, my mind goes from flight to fight!" Mai apologized before screaming and pointing behind Makoto.

"?" Makoto spun around, only to see nothing, "...She ran off by distracting me." the sound of a door closing was her answer, "Yep. She fled."

* * *

"I get the feeling my girlfriend is causing problems…" Ben spoke up, riding with Rook and Tsubaki.

"It's Makoto. More often than not when she's alone, problems happen for others," Tsubaki noted, looking at her badge displaying a map, "We're approaching."

"Okay. We get in, we get out without casualties," Ben ordered, "Don't get distracted and focus on our objective in this."

"Understood," Rook nodded as he landed the ship, "Still, I must ask. Are you sure you are up for this, Ben?"

"Have to, Rook. Part of the job," Ben replied before turning on the Omnitrix and turned into Brainstorm, "Now, let us be on our way and fulfill this task we have set upon."

"Of course," Tsubaki nodded.

* * *

Mai peeked around a set of bookshelves. No sign of Makoto. She looked the other way and no sign of her. She looked behind her and no Makoto. She looked up and saw no sign of her. She gave a muted sigh of relief.

'_A library...Makoto hates these places. Too quiet for her and that one librarian that seems to always be in the library whenever she's in it doing that annoying 'sush' noise at her no matter what she does,'_ Mai thought before pulling out her badge and made a holographic keyboard pop up, _'...I'm still going to send a text to Kajun and ask if she can whip up a FNaF 1 security office for me made to keep Makoto away from me until it's time.'_.

"Mai?"

"?!" Mai tensed as she quickly turned, "...Jenny?"

"Hiding here because of Makoto's bad luck with these places?" Jenny asked, earning a nod, "Good idea."

"Seriously...Why'd you guys leave me with Makoto? You know how she gets," Mai sighed.

"We forgot Kajun would be busy today in the lab," Jenny replied, sheepishly rubbing the back of her head.

"It was still unfair...I got chased around for a good hour! And she only stopped 'cause a food truck parked down the street!"

"You didn't lead her to Undertown, did you?" Jenny asked.

"Absolutely not," Mai replied, "I was panicking, but not panicking enough to lead her down there."

"Good...so she should still be looking for you...depending on how much money she has and how long that food truck can distract her…" Jenny spoke.

* * *

"Thirds!" Makoto cheered as a crowd of people and aliens cheered, watching her scarf down insane amounts of food.

"..." the group of cooks in the food truck shared looks, but still went off cooking more of one-of-everything; they didn't care where she was packing all that food away since she immediately paid the moment the food arrived at the table.

"Honestly, we should make this some sorta challenge," one noted, "We could honestly get on Man VS Food if we did."

"...Keep going and do not stop! In fact...what's our spiciest dish?!" another demanded.

"We have a spice dish?" a third asked.

"...Get the tip jar and go run off for peppers. The spiciest you can find," the second ordered.

"Got it!" the third saluted as he ran off.

* * *

"I get the feeling we don't need to worry," Mai spoke, "Also...she has Ben's wallet…"

* * *

"I feel a disturbance in my bank account…" Brainstorm muttered.

"Focus on the task at hand. Worry about that later," Tsubaki ordered, peeking around a corner, "There's the location."

"Move in," Brainstorm ordered before the trio quickly moved towards a small building, metal grates on the windows and the door made of steel.

* * *

"Shoot!" Mai quietly cursed.

"What's wrong?"

"I dropped the groceries before I could put them into the freezer," Mai replied.

"Darn it. Okay, we'll need to work fast then," Jenny frowned, "I've got Makoto's badge on my scanner; and she's not close to the grocery store. We'll get in, grab new freezer stuff, and get it back home before she can find you."

"We'll have to move fast," Mai spoke, "Back home could be the next place she checks once she's done."

"Then we need to hurry," Jenny stated, "Moment we're in the house, we'll have to set up the defenses until everyone else is back."

"Hai," Mai nodded, "We can't let her find out what's going on."

* * *

"Come on...Is that all ya got?!" Makoto laughed, mountains of plates on each side of her, "Come on! Give me the best dish ya got!"

"Of course," the second cook replied, "You've eaten us out of everything except for one single dish: the Truck Special."

"Ooh~That sounds interesting," Makoto grinned as the third chef put a waiver before her with a pen, "Huh?"

"So we don't get sued if you end up in the hospital due to it," he informed.

"Oh-ho~! Ominous!" Makoto smiled, "Ah don't worry! My boyfriend's cash should cover it."

"A brave one, she is," the first muttered from the truck.

"Get the Truck Special," the second ordered as he pulled out a timer and an entire pitcher filled with milk and put them at Makoto's side.

"...And the pitcher is for…?"

"For when you quit, run out of time, or finish," he replied.

"You're lucky, too. This is our first time getting someone that wants the Truck Special," the third noted.

"You manage to finish it? You get a shirt, and half-off on all your dishes," the first added, "And your picture hung on the corkboard that we'll display every day our truck is open."

"Sweet!" Makoto beamed as she placed her hands on the table, "Bring it on then."

"Bring it out," the second ordered.

The first nodded before closing the service side of the truck. The door opened and he stepped out...wearing a hazmat suit. In his glove-covered hands, there was a platter filled with chicken wings with the air around it seeming to ripple from the heat coming off them. Makoto sniffed before her tail and ears shot straight up, tears starting to well in her eyes. The first cook put it before her before quickly backing away and took off his helmet, showing his face covered in sweat.

"You have fifteen minutes to finish this, then five minutes after that not taking a drink of anything," the second informed, setting the timer for fifteen minutes.

"...Well...I asked for it….here goes nothing," Makoto whispered, taking a chicken wing and taking a bite into it, "?!"

* * *

"_SPICY~!"_ Makoto's voice screamed.

"Ahh!" Mai yelped a bit in surprise, nearly dropping a tub of ice cream, "...I guess Makoto found something too spicy for her."

"Ooh...May need to swing by HQ for some medical salve for her tongue so she'll have her sense of taste back in time for tonight," Jenny noted, cringing.

"Agreed," Mai nodded as she put the tub into the grocery cart, "Okay...I think that's everything...unless...Jenny. Did we forget anything?"

"Uhm…" Jenny took a moment as she went over a digital copy of a list in her mind, "I think that's...yep. That's everything!" she gave a thumbs up.

"Okay good," Mai sighed in relief, "Then let's hurry to the checkout line, then to HQ to meet with Kajun...and head home before Makoto finds us."

"I think she'll be busy for a while." Jenny muttered.

"...what makes you say that?"

"There's a livestream going on called 'local heroine tries for the Truck Special and is burning hot,'" Jenny answered.

"...Hope Ben doesn't hear that. Might get jealous someone's calling her 'burning hot,'" Mai joked.

* * *

"...Jesus. She's still going," one of the chefs whispered, the crowd watching on as Makoto kept eating the wings...despite her face burning red as she sweated bullets of sweat.

"I've heard of being determined, but...wow," the third blinked in awe.

"She's got a minute left before her fifteen minutes are up," the second noted, looking at the timer.

"I…can...do this…" Makoto whispered, holding onto the last of the wings as she heavily panted, "Today...is my...special day...and like h-e-double hockey sticks am I gonna lose!" she declared as she took a bite into it, tearing the meat right off the bone before placing said bones on the plate full of them and swallowed just a few seconds before the timer went off, "Okay...done! Now….five more minutes to go…" her stomach let out a growling sound, "...I can survive five minutes."

"...man. She could give Adam Richman a run for his money," the first chef whispered, "Wait...what peppers did you buy, Gary?"

"Um...The California Reaper...Trinidad Moruga Scorpion...Pot Doughlag...Chocolate 7 Pot...Dorset Naga...Naga Morchi...7 Pot Primo...Trinidad Scorpion Butch T….Komodo Dragon...and the Naga Viper," the third replied.

"...You bought the top 10 hottest chili peppers?" the second asked with wide eyes.

"Hey. She wanted a challenge and you, Stu, wanted me to get the spiciest peppers I could get after asking what was our spiciest dish."

"...You did not just Maliciously Comply," the first forced back a laugh.

"I did, Joe, I did."

"You, uh, you made sure to take the seeds out AKA the spiciest parts of the peppers?" Joe asked.

"Nope. When I made the sauce for those wings, I didn't waste a single thing from the peppers," Gary replied as Makoto seemed to fold in on herself, banging a fist weakly on the table.

"...She's Ben Tennyson's girlfriend, right?" Stu asked, "The one that's been all the talk online lately?"

"I heard this company called ARK System Works wanted to make a fighting game using her and her friends," Joe recalled.

"Cool…Oh, wait..."

"Pull strong...Makoto…" Makoto whispered, literally breathing fire as she gripped her fist.

"...Really glad she signed that paper," Joe muttered.

"...We're still going to pay for her bills if she does need medical attention," Stu ordered.

"I'm still putting this on Reddit," Gary stated.

"Better put it under r/LegalAdvice if we get into trouble for this," Stu frowned.

"Yes, Stu…"

* * *

A Tetramand with half her face covered in scar tissue looked up from her polishing a counter. Her good eyes narrowed at the trio that approached.

"...You here for pickup?" she asked.

"Indeed. The code is Bravo-Alpha-Tango," Brainstorm replied.

"...Gotcha," she nodded before reaching under the counter and pulled out a wrapped bundle.

"Tsubaki," Brainstorm spoke.

Tsubaki nodded. She pulled out a packet and handed it over to the Tetramand. She opened it and pulled out a computer chip. The Tetramand pulled out a small tablet and connected the chip to it, causing the screen to dimly light up. After checking the contents, she nodded and put it away before sliding the bundle over to them, letting Tsubaki pick it up.

"Good luck to you with that. Wasn't pretty in getting it, either," the Tetramand advised before the trio left, "Folks'll be after you."

"Okay….we seem to be in the clear," Rook noted, cautiously looking around as they returned to the ship.

"Just be careful," Tsubaki advised, keeping her shield out as she checked around the area, "People will be after the package, so let's head into the ship and leave."

"Agreed," Brainstorm nodded.

"There it is!" the trio looked to see a group of mud-like aliens...pointing right at the bundle Tsubaki was holding, "Get 'em!"

"Oh no…" Tsubaki groaned.

* * *

"Hmm...maybe...no no," Kajun muttered, looking through a few phials within her lab at Plumbers HQ.

"You know, we could be of better help if you told us what you're looking for," Driba noted.

"True...but knowing Makoto, she'd try and get the info out of you and Blukic," Kajun argued.

"...She makes a point," Blukic spoke.

"Can you at least tell us a few components?"

"...It's on the paper near m-" Kajun began before Mai ran in, "...Greetings, Mai."

"First off; you! You left me with her!" Mai snapped, "Second off; I need to restore Makoto's burnt taste buds, then hurry back to the house and meet up with Jenny before Makoto finds me."

"Burnt ta...What did she do?"

"She won a T-Shirt and got her photo on a corkboard."

"...That food challenge at the local food truck?"

"Yup," Mai nodded before she heard a slamming sound.

"KAJUN! ANTIDOTE FOR BURNT TASTE BUDS! NOW!" Makoto's voice exclaimed, "I LITERALLY JUST ATE ALL OF THE WORLD'S SPICIEST PEPPERS, AND MY STOMACH IS A FURNACE!"

"...Well, that saves me the trouble o-I mean, shoot!" Mai yelped as she ran out the other exit just as Makoto ran in...her body a bright red with a pool of sweat forming underneath her...and carrying a bag with a T-Shirt in it with a food truck that was on fire with a chili in sunglasses driving it.

"Milk...antidote...whatever….need...NOW!" Makoto exclaimed in her heavy panting...which ended up breathing some fire into the room.

"This...is extra even for you, Makoto…" Kajun spoke, "Well give me a second. Because of you, my work must be put on hold." she got up, "Here…" she pushed a button as fans lowered from the ceiling and turned on once they faced Makoto, "This should only take me a few...Minutes…"

"H-how long is a few?"

"...Four…"

"Oh thank kami!"

"ty...Forty…." Kajun finished, making Makoto collapse.

"Ahh mou~!" Makoto whined, "...no...I can..persevere...especially for today!"

"Ah, yes. That's right, after the cure...restraints so you don't ruin weeks of plotting," Kajun smiled.

"Ahh...Too hot to care…Stomach now furnace...owies...much owies…"

"..." Blukic held up a stick and poked her tail...before the stick turned to ashes from catching on fire, "Well...She's as hot as a Pyronite."

"From what she said earlier, she did eat ten of Earth's hottest peppers," Driba noted.

"...And Kisaragi sempai had to be busy, too…" Kajun whispered.

* * *

"Why do I have to do this, niisan?" Jin asked in an annoyed tone, walking with Ragna around Undertown.

"Because the last time I let you go on patrol alone, you nearly froze a visiting official that was here on vacation!" Ragna replied.

"They shouldn't have talked down to me like that," Jin frowned.

"Ugh...nevermind," Ragna sighed, "Listen, we have something to do for that project and don't need Makoto to find out. Also because Tsubaki asked me to look after you to make sure you don't mess it up."

"...Pot calling the Kettle black, niisan," Jin deadpanned.

"...Shut up…" Ragna grumbled, "Let's just get back to looking for where Pakmar's shop is now…"

"Agreed…."

* * *

"Okay...Kajun has her occupied…" Mai sighed in relief, walking back into the house as she had her back against the front door, "No complications for you, Jenny?"

"Nope. Everything's been put away," Jenny replied as she walked out of the kitchen.

"Good. I barely avoided Makoto when she got to the Lab to get treated for her pyrrhic victory."

"Wow...talk about close," Jenny winced.

"Hai…" Mai nodded, "...Wait. Is Noel waiting for you back at where Moshimo is hiding at?"

"...Oh shoot! You're right!" Jenny yelped before running out, "Set up the security system. I'll be back with Noel and Ro! K! Bye! See ya!"

"...Right. And yet again, I've been left alone," Mai cringed before going over to the closet and waved her badge over it, causing it to move back to reveal an elevator.

Mai stepped onto the elevator and it proceeded to take her down while the closet slid back into place. The elevator stopped after a few minutes to reveal a steel door. She waved her badge over it and the door slid up, revealing a chair, a button to close and lock the door, and several monitors displaying the rooms, the front yard, front door, backyard, back door, and garage.

"...I am in an office, watching security cameras with an automatic reinforced door being my only protection from someone scaring me at the moment," Mai noted, "...Yep. I am living FNaF and it's not yet available. Hopefully Ben and the others are doing ok."

* * *

"Ahh!" Ben screamed as the Proto-TRUK was hit by a laser, "These guys are determined!"

=Hand it over!= the mud-like aliens demanded fmo their ships as they chased after the trio.

"This is quite troubling. I fear we may have to give it to them," Rook noted.

"Oh heck no!" Ben argued, "We've come this far and we're not giving it up!"

"...Agreed," Tsubaki nodded, holding onto the package, "Rook, activate countermeasures."

"Roger," Rook nodded as he pressed a button, causing the turrets to turn and fire at the pursuing ships.

"Just one day out in space...Can just one day _not_ lead to me ending up in some sort of shootout?" Ben questioned.

"It doesn't happen e…"

"Yes, yes it does. Trip to the moon base? Security system went nuts and shot at me. A trip to the ISS? Aliens invade and shoot at me. Makoto and I going to Venus' orbital resort? Vreedle Bros. invade and shoot at me."

"Venus has what now?" Tsubaki asked before a green flash went off.

"Keep hold on that bundle, Tsubaki Yayoi," Rath growled as he stomped to the back of the ship.

A few moments passed. A few more went by and the firing stopped. Rook and Tsubaki shared looks before the airlock went off and Rath came back in, mud caking on his fur. He sat down and snorted.

"...Di…" Rook began to ask.

"Keep flying back to Earth, Rook Blonco," Rath ordered.

"Understood," Rook gulped as he focused on the space in front of him.

* * *

"No! Pakmar will not!" Pakmar snapped, standing behind the counter of a large stall.

"Don't start with me now!" Ragna barked.

"No! If it involves that destructive squirrel, then I will not comply!" Pakmar huffed.

"Pakmar, do you see this?" Ragna questioned, holding up a paper.

"Pakmar does."

"This is the printed receipt for the order I made online yesterday at eleven in the morning," Ragna informed, "It also confirms that it's been paid for. Do I have to call Chadzmuth to sue?"

"?!"

"Or rather…" Ragna paused as he jerked his thumb at Jin, "Would you rather deal with my brother here...who unlike me, hates dealing with nonsense like this and won't hesitate to freeze you?"

"...Pakmar will get it right away!" Pakmar exclaimed as he rushed off.

"Hmm...not bad," Jin noted before frowning, "Though I don't appreciate being used as a weapon."

"Jin, you know me," Ragna muttered as he turned to look at him, "I'm not afraid to hit a jerk with another jerk."

"Hmph. Still don't get what Nanaya did to piss off the shrimp."

"Eh, from what I've been able to figure out without directly asking? She introduced herself as Ben's partner in damage prevention and failed big time each time they met when Ben was around," Ragna shrugged.

"I'm surprised he hasn't destroyed the town from his destructive battles," Jin deadpanned, "...Almost reminds me whenever you'd raid the NOL bases."

"Hey. Those assholes deserved it," Ragna argued, "But at least I don't have a shitty wanted poster anymore."

"True I suppose," Jin muttered.

"Pakmar has returned with package!" Pakmar grunted, pushing in a large box twice Ragna's size on a cart.

"Ah, great," Ragna smirked before reaching out...and easily picking up the package, "Thanks."

"Just do not let crazy iceman near Pakmar...he scares Pakmar," Pakmar gulped, ducking underneath his counter to not look at Jin.

"Crazy...iceman?" Jin repeated with an annoyed frown.

"You are a crazy iceman," Ragna replied as he proceeded to drag Jin out with his free arm.

"..." Jin's eye twitched.

* * *

"Alright, you'll end up having a tiny aftertaste of mint for an hour," Driba noted as Makoto poked her-currently-green tongue, "But your taste buds have been fixed to before you ate all that spiciness. Good thing that one thing that's put into records for Plumbers is a monthly genetic update. I'm glad for it."

"No you're not," Blukic replied.

"Yes, I am."

"No, you're not."

"...Well least I'll be able to enjoy my special day still," Makoto muttered as she stood up, "Speaking of...I need to get back to finding Mai a-" she tensed when she was suddenly wrapped in bindings, "...Kajun, please let me go."

"Sorry, but I need you here for a moment," Kajun replied.

"...For what exactly?" Makoto cautiously asked.

"Some testing on some upgrades to your Proto-Gauntlets," Kajun replied.

"?! And my special day is back on track!" Makoto squeed, her tail wagging, "What do they do? What do they do? What do they do?!"

"Elemental add-ons," Kajun replied.

"...I can copy the Elemental Punches from Pokemon?" Makoto asked, "Ooh, I am tingling!"

"Knew you'd like that," Kajun smiled.

"You kidding?! I love it a-wait...what's the catch?"

"Hmm? Oh...no catch at all."

"...Really?"

"None."

"...I'm not hallucinating from too much peppers, am I?"

"No, you are not."

"...Well...in that case…" Makoto began as she grinned widely, "Gimme gimme gimme! I wanna test now!"

'_This should keep her busy long enough,'_ Kajun mentally noted.

* * *

"...Oh thank god…" Mai sighed in relief, seeing Jenny land at the front door with Noel, followed by Robotboy in his Super Active Mode before going back to his child form upon landing.

=Mai, we're home= Jenny called from the radio =And still no sight of Makoto=

"Good. You're all clear to enter," Mai replied, pushing a button and causing the front door to open to let them in.

=Ohh...Where Mai?= Robotboy asked, looking around.

"Security office," Mai replied, "There's a reinforced door so Makoto can't break it down without trouble and effort."

=Oh...I see= Robotboy noted as he and the girls walked in =But...why keep Makoto out?=

=Remember that special day we talked about? The same one Noel had back on the same day as Christmas?= Jenny asked.

=Oh! Robotboy get now…=

"That's good, Ro," Mai noted, "I'll stay down here a bit longer before coming on up."

=Hai. In the meantime, I'll make the cake a…= Noel began.

=Oh...Um...I already ordered a cake, Noel= Jenny noted before opening her stomach and revealed a freezer with an ice cream cake shaped like a 3D acorn and the size of Robotboy =Turns out that my late friend Brad's great-grandson runs a bakery in Tremorton, so I went there to request one=

=Oh….mou~= Noel slumped =I was starting to improve, too…=

=There, there, Noel= Robotboy patted her leg in assurance.

"...I wanted to have a slice of Noel cake…" Mai muttered.

* * *

"...Okay. The coast seems to be clear," Ben whispered as the Proto-TRUK landed back in Bellewood.

"...Just to be sure," Tsubaki paused as she pulled out a walkie talkie, "Lucky Girl, this is Camillia. Anyone suspicious from your end? Over."

=Lucky Girl here. Nothing suspicious at the moment, over=

"Good. You and...ugh...Road Warrior keep us informed if anyone speaks of taking the package from us, over."

=Hey, it's an awesome name= another voice argued on the line.

"Dude, you got that after we watched a movie marathon the other night," Ben argued.

=Says the one who called himself 'Big Green 10'=

"What? It's a cool name," Ben defended.

=Girls, girls, you're both pretty=

"Hey!= said boys groaned.

=Just remember to focus on the mission...especially you 'Big Green 10'=

"I am," Ben defended, "Just...make sure 'she' doesn't see what's going on."

=She's currently with Science Butterfly in her Flower Field with the pair of argumentative Frogs= Road Warrior informed.

"...Now I'm slightly worried," Ben admitted.

* * *

"BOOYAH!" Makoto's voice shouted as a flaming energy fist slammed into a robotic dummy, incinerating it, "Hahahahaha! This is so great, Kajun!"

"Yes. Now try not to swap between too many at once," she spoke, "Give it time to adapt to new settings."

"Huh? Why?"

"Because it will overload and a third of you will be electrocuted, a third incinerated, and a third frozen in ice," Driba replied.

"In short...Don't break it." Kajun smirked, "Making that work at all took a lot of difficult research and effort I put aside all for you. So I don't want to see those gloves on my desk again 'till their next tune up."

"You got it!" Makoto assured, "Still, one of the best gifts ever~!"

"Only thanks I need is you not breaking them in a month's time." Kajun smiled simply.

"Can do!" Makoto mock saluted with a wink.

"...I give it a week," Driba noted.

"Two weeks," Blukic replied.

"Hey...Come on, guys. Don't be such stinkers."

"Oh, we're not. We're being nice given your track record," Driba replied.

"I am not that bad," Makoto argued.

"..." the trio shared looks before Blukic pulled out a remote and pushed it, causing the nearby screen to play several clips of Makoto coming in with time stamps...all within days of one another, all showing a sheepish Makoto holding up the wrecked gauntlets.

"...Not my fault I don't hold back my punches," Makoto muttered, crossing her arms as she puffed her cheeks up.

"Which is why we added extra springs and padding into them with this upgrade," Kajun assured.

"Cool!" Makoto smiled, "Well..I am off! Need to...uh...shoot. I forgot what I was doing before," Makoto muttered, tilting her head for a moment, "...Oh That's right! Finding Mai and getting her to spill the beans!"

"Hmm...I'd suggest checking Mr. Baumann's store," Kajun advised, "If not there, then she may be at home."

"Thanks!" Makoto beamed as she ran out.

"...Well, I'll be clocking out and returning home," Kajun noted after a few minutes.

"Hope she enjoys it," Blukic noted.

"Oh, I'm sure," Kajun replied as she picked up a small box and walked out, "Thank you for the assistance with this, even if I had to be vague to avoid spoiling it."

"Not a problem," Driba assured.

* * *

"Hey! We got the 'package'!" Ragna shouted, standing outside the house with Jin.

=Hold. I need to check if Makoto is around= Mai answered.

"Is this really necessary?" Jin asked.

"Ahahahaha!" Ragna laughed, "Oh...oh shit. You're being serious despite knowing her in military school...Let me laugh harder. AHAHAHAHAH!"

"I was always away from school during March and April due to duties in the NOL," Jin argued.

=Yes, yes it is necessary, Jin= Mai deadpanned as the door opened =And no Makoto in the area. And it worries me that _Ragna_ knows more about how Makoto is like on this day than you=

"...What's that supposed to mean?" Jin raised a brow.

"No arguments today," Ragna ordered, dragging Jin in before the door closed.

"Grr…"

* * *

"Okay...Mr. Baumann didn't know…" Makoto muttered as she left the store, "Hmm...where could Mai have gone? In fact...why's everyone so busy today? ...I didn't do something to anger them, did I?" she mused, "Nah, that's impossible...I'm delightful. Still...is th-" she blinked when she spotted a familiar car drive by, "...was that Kevin and Gwen?" she took a long second to think of why they'd be here, "Oho...I have a new target."

"I think she took the bait," Kevin whispered, looking at the side mirror to see Makoto starting to follow after them.

"Just make sure she stays away from the house until we get the signal," Gwen whispered back.

"Oh relax. She's not gonna lose interest with nothing else to do." Kevin replied.

"I know...which is what worries me," Gwen admitted.

"Oh please. Like she c-"Kevin began, looking at the rearview mirror before blinking, "...where did she go?"

"Hello~" Makoto greeted, lowering her head to see him as she stood on top of the car.

"?!"

"So...what brings you two love-birds back home like this?" Makoto asked with a sweet smile on her face.

"..." Kevin just blinked before stepping on the gas, making Makoto yelp as she nearly lost her footing.

"Kevin!" Gwen hissed.

"I panicked!" he complained.

"Oh-ho...just you wait 'till I get a chance. If you thought I was still mad at you for dumping your crazed Ex on my boyfriend, just wait 'till you see how mad I am now." Makoto spoke, making Kevin yelp as he drove faster, "Also nice try! Been practicing on my boyfriend's overboard and been improving on balance!"

"Gwen, some help here please!?" Kevin hissed.

"..." Gwen took a moment to think, she unclicked her seat belt, opened the door, covered herself in a barrier of mana to protect herself as she jumped out.

"Traitor!" Kevin cried.

"Well...talk about unlucky y-woah!" Makoto yelped when she was suddenly pulled off by a tendrel of Mana.

"...Nevermind. Thanks babe!" Kevin called out.

"You so owe me for this, Kevin," Gwen whispered, dismissing the tendril as Makoto shot up.

"You think this is enough to stop me, Gwen Tennyson?" she pouted, "I'll never stop!"

"Yeah, you're Ben's girlfriend alright…" Gwen sighed, "So...Kevin happened to come across a video involving you and some chicken wings..."

"I am _never_ doing that ever again!" Makoto declared, "The T-Shirt is awesome, though."

"I'm starting to think you and Ben are soulmates…" Gwen whispered to herself, "But why would you...and how are you not dead? Isn't one of your traits an enhanced sense of taste?"

"Eh. I braved through it, then immediately went to Kajun for some salve for my tongue," Makoto shrugged, before showing her still green tongue for emphasis, "Will be tasting mint a bit longer, but that will not deter me from today!"

"Well, been wondering just what you can really do," Gwen noted, "Care for a small spar?"

"Eh sure," Makoto shrugged, tapping her charm as she gained her armor and gauntlets, "Wanted to try the new upgrades Kajun made for me in battle anyways."

"Upgrades?" Gwen repeated before Makoto's gauntlets ignited in flames, "...Oh, you have to be ki…"

* * *

"...dding me," Mai groaned, banging her head on the desk, "Kevin, why are you here?"

=Gwen's handling Makoto and we agreed that if one of us had to do solo-distraction because of being too tenacious, the other would get here immediately= Kevin replied, a large box in his arms with Zed behind him, wagging her tail.

"Ugh…" Mai sighed before pushing the door open button, "Get in and get things set up then."

=Can do= Kevin gave a thumbs up.

"Ah...Why is today so hard...It shouldn't have to be a military operation...but yet...it always is," Mai groaned.

=On the bright side, with Kevin bringing the last of it, we'll be ready in five minutes= Ben noted in the living room.

"...True I guess," Mai muttered, "Just hope Gwen can keep her distracted long enough."

=When I decided to stop holding back once, Gwen's barrier took Way Big to break. Makoto's punches shouldn't be a problem= Ben shrugged.

"I hope you're right…"

* * *

"Yep...Totally Ben's Soulmate!" Gwen complained, running down the street as things exploded behind her.

"Come on, Gwen! I haven't even tried the other features yet!" Makoto called out, chasing after her with her gauntlets now coated in electricity.

"It's like dealing with a ten-year old Ben on a sugar rush...again," Gwen whispered, quickly duckign underneath an electric energy fist before putting a hand on the ground, "Captionem Terram."

"Cap-what now?" Makoto asked before yelping when the ground opened up into a trap hole that covered itself the moment she under where the hole's opening was, "Gah!"

"That should keep her busy," Gwen whispered before pulling her badge out, "How goes it over there?"

=Good timing. We were about to call you= Noel replied =We're all set up, so start luring her back home please!=

"Understood," Gwen nodded before the ground behind her exploded in a mix of fire, ice, and electricity, "?!"

"Oh ho! Nice...try!" Makoto grunted as she climbed out, bits of her armor missing as she cracked her neck, "I ain't getting trapped that easily." she quickly pulled out two chips from both gauntlets and sighed in relief when the gauntlets didn't do anything except start giving off a cold air, "Phew. Didn't break 'em when using all three."

"Alright, I'm calling it," Gwen sighed, "I know where Mai is."

"Really?"

"Yes."

"Where?"

"Back at the house," Gwen replied.

"I KNEW IT!" Makoto exclaimed, "Onwards to home! I will find out what secret Mai's got!"

"Just don't scar her or anything."

"Nah~ I won't do that," Makoto laughed, dismissing her armor as she ran off, "See ya!"

"...Might as well follow after her. Make sure nothing happens along the way," Gwen whispered as she followed after the squirrel girl.

* * *

"Mai! You got some 'splaining to...do?" Makoto blinked as she ran back into the house...only to see the place completely dark, "Eh? Aw great...Did someone blow a fuse again?" she looked around, "Okay...I know you might not be able to see me...but I know you can hear me, Mai...unless you're in some kind of panic room in which case...I'm sorry for freaking you out so much." she pouted after a moment, "Alright...If a fuse did get blown and she's in a panic room, she might be stuck." she felt the wall for a switch and felt it, "Huh...Just switched off." she flicked it and the lights came on with…

"SURPRISE!"

"GYAH!" Makoto yelped, spinning around to see everyone with the room decorated in shades of the colors of acorns.

"HAPPY BIRTHDAY!" everyone cheered.

"...Wait...th...I…" Makoto sputtered as Gwen walked in behind her, "...Oh, you guys~!"

"Sorry about the crazy chase today. It was my job to keep you out of the house all day," Mai apologized, _'Well, not really, but it's the best way to not spoil the party.'_

"And mine and Kevin's job was to keep and eye on you, and to distract you if you lost track of Mai," Gwen added.

"I was afraid you'd ring my neck," Kevin admitted.

"...Eh. I probably would," Makoto shrugged, "But you're one of my BF's best buds, so I would've let it slide."

"Phew."

"Sides, I'm sure Gwen has read you the riot axe more than enough for all that you pulled, and you'll certainly never, _ever_ do anything like that again." Makoto smiled.

"Indeed I did...and no he won't." Gwen smiled with her as Kevin began sweating.

"Right," Kevin agreed before Zed made a few chuffing noises, "Et tu, Zed?"

"Heh heh," Makoto chuckled at that, "Still..can't believe you guys kept this a secret from me!"

"Knowing you, you'd find out about it in an instant," Kajun pointed out.

"We needed to keep you distracted long enough for everyone to get things together. We kinda lucked out when you found that food truck," Mai added, "You gave us a huge window of time, along with your emergency medical visit to HQ."

"Hey. I was hungry," Makoto shrugged, "Though I will not be accepting any spicy food challenges for a LONG while."

"Spicy food challenge?" Ben raised a brow.

"It's a long story…" Makoto explained.

"...Fair enough," Ben shrugged.

"Party start now?" Robotboy asked, poking out from behind a chair.

"Yup. Time to start the party!" Jenny replied.

"Why do I have to be here…?" Jin groaned.

"Because you've never been to a Birthday Party for Makoto," Tsubaki replied.

"Because I was always busy with work," Jin retorted before Ragna put a hand on his head.

"Just stop and enjoy something for a change," Ragna sighed.

"Before all that, I do have something to give Makoto first," Ben noted as he held up a gift box.

"Oh?" Makoto asked.

"For the last few weeks, Ben has called in many favors to find this," Rook explained.

"It was why we went to space and had to go to a planet that was made to be a massive Flea Market," Tsubaki added.

"Eh? Wh-what is it?" Makoto asked, becoming more and more curious about it.

"Well, open it," Ben offered, letting her take the box.

Makoto only blinked as she slowly opened the box, her eyes widening at what was inside. Reaching in, she pulled out a wrapped up bundle. She unfolded it, revealing a decorative ornate box that was primarily a soft brown with red and gold detailings. Tilting her head, she opened it and a small figure of Ben rose up and spun around as a soft melody played. Makoto raised a brow at Ben.

"Before you say anything, give it Noel real quick," Ben spoke.

"Okay?" Makoto replied, closing it and giving it to Noel, who opened it...revealing Makoto dancing instead of Ben, "Hah?!"

"It's a special box that was made in the Andromeda Galaxy a hundred years ago," Ben explained, "It reads the holder's mind to make the little dancer inside change to whoever the holder is thinking the most about at the time."

"We almost died," Rook added.

"Yeah we did…" Ben chuckled.

"...Oh that's so sweet~" Noel whispered with a small smile, handing it back to Makoto.

"Do...you like it, Makoto?" Ben cautiously asked.

"Like it?" Makoto repeated, small tears forming on her face as a soft smile grew, "I love it…I absolutely love it, Ben-kun."

"Phew...glad y-" Ben began before Makoto pulled him over with her tail, sharing a kiss with him.

"Aw…" many of the girls replied to the act of affection.

"I'm going to be ill…" Jin muttered, earning a dope slap from Ragna.

"Alrighty! Let's party!" Makoto cheered once the kiss ended.

* * *

_SZ: And a really sweet ending to end this OVA._

_GT: Yep. Hope you all enjoyed this._

_Z0: We worked fast...speaking of fast, I have the rest of the world to destroy. _

_GT: I'm gone. *vanishes in a puff of smoke to the next story*_

_SZ: Oh geez….uh...read and review folks!_

_Z0: *jumps into the air while covered in blue fire* RAGE! *dives down and into the ground demolishing the last half of earth* And now...to play Doom for some catharsis. _


	40. Beach Time Fun

_SZ: yo guys. Welcome back to GSE...and this time we are heading to some fun in the sun!_

_GT: *behind a curtain* Aloha!_

_Z0: *sitting on a beach chair with shades and a coconut drink in hand* Disturb me...and no comedy power shall save you from evisceration…_

_GT: *still behind it* May need to double check that for after we give the disclaimers, Z0. SZ, please give them. I'm worried how long it'll be before Z0 tears down this curtain._

_Z0: *sips drink* _

_SZ: We own nothing aside from original content, so start us off guys!_

_Z0: *snaps fingers making everything fade away* _

_GT: *the curtains faded away, revealing a blue ball and a dissolving tape player* =Great...Z0 did a finger snap, probably. Ah well. Have fun with Stitch filled up with capsules filled with concentrated coffee from a billion coffee trees in each pill=_

_Z0: *vanishes before Stitch can escape, leaving only SZ*_

* * *

"Ugh…" Ben and Makoto groaned, both collapsed on the couch after another long day of fighting off criminals, villains, and just general nonsense.

"Babe…" Ben began.

"Yeah…?"

"We need a vacation…"

"Agreed...One that isn't interrupted, like our trip to the Venus Orbital Resort...stupid Vreedles ruining it."

"You think with any luck they are still sealed up in that pod...and won't pop up till 'they somehow destroy their current bodies and respawn?" Ben asked.

"I hope so...If they aren't, I'm gonna send them flying into the sun ala Astral Airlines," Makoto muttered.

"But yeah a vacation...where we actually get to relax...chill out…" he groaned.

"And snuggle without having to flinch from muscle fatigue every five seconds?" Makoto grunted.

"That'd be nice…" Ben groaned, "But how can we spin that to Grandpa? ...well, you're the smart one in this relationship…"

"You ruined it…" she groaned.

"Believe me...if I could enjoy it...I would…But my head is still ringing from that Giant bat's sonic scream..."

"Curse you, Kamikaze and your animal-robo hybrids…" Makoto grumbled, a pinkie in her ear.

"Maybe if we can convince the rest of the gang to join us, we can get a big group trip going...it won't give us alone time...but…" Ben trailed off.

"If it means no villains, no arch nemesis with an animal gimmick, no monsters, no invasion of frog people...no evil sentient computers…"

"I swear dumping Mountain Dew on it should not have worked as well as it did…" Ben chuckled, "Only you."

"Yup...but yeah. If it means no bad guys and stuff...totally worth it," Makoto nodded, "..Oh! What about a beach trip?"

"That sounds awesome...but I don't think it's Beach weather on Earth anywhere...but I think I know a place." he smiled as he remembered something.

"Oh?" Makoto's ears perked a bit at that.

"What would you say to a planet that's got Beach days...all year round...and the inhabitants are the true masters of the cannonball?" Ben asked.

"Why have we not bought a vacation home there for just us yet?" Makoto responded with.

"A vacation house for just you and me, huh?" Ben smiled, "Mmm…maybe another time. For now...let's just borrow Azmuth's place and take a much needed vacation."

"...I'd ask, but fair enough," Makoto nodded before looking around, "...Plus it'll give me time to whip out an old favorite of mine~"

"...It's not that swimsuit you wore when we tried to go to the Venus resort, is it?"

"Oh ho trust me...that was modest compared to what I normally wear," Makoto smirked as she reached into her table, "Where is it...I know I hid a bottle in h...aha!" she beamed as she pulled out a small bottle containing a gold gel-like substance, "BEHOLD~! The Golden Angel!"

"Is this something that I should only see with the door closed?" Ben asked.

"Maybe," Makoto giggled, "See by spreading the gel to your body, it clings to the skin and boom! Instant swimsuit based on your preference!"

"I feel like there is an unfortunate 'but' somewhere after that…" Ben mused.

"There is. You can't get fresh water on it, otherwise it turns back into gel in the process," Makoto answered.

"But Salt water is okay…" Ben figured, getting a nod in response, "Well then...how can I back out of this scheme after hearing all that? Ah...but promise no pranks with it."

"Ah poo…" Makoto pouted, "Fine...but don't let Tsubaki know about it. She'll most likely seal it up like she did with my fighting outfit."

"I've still yet to see it to be honest," Ben admitted, "Though if you wanted to show me in private…" he chuckled.

"If I can ever get it back." Makoto sighed.

"Alright, I'm gonna bug Azmuth to let us use his place...You good to trick Tsubaki into agreeing on your own?"

"Pfft...come on. This is me we're talking about, Ben-kun." Makoto laughed as she got up, "This will be a cinch."

* * *

"No."

"Aw come on~!" Makoto begged Tsubaki back at Plumbers HQ.

"Makoto, we can't just drop everything for a vacation," Tsubaki argued.

"I'm not saying we drop everything...but come on! Do you know how many times I've had to punch a monster into orbit...and watch my boyfriend get eaten!?" she shouted, grabbing Tsubaki by the shoulders and shaking her, "A girl should not have to see her boyfriend burst out of a giant mutant snail twice in one month! We've earned this, woman! And so help me...if you don't help...I'll go the extra mile to annoy you...and I don't just mean what I used to do..."

"Did...Did you just threaten me?" Tsubaki asked.

"Oh no...I _promise_." Makoto replied, "Just imagine all of my energy and attention focused on driving you crazy...and believe me...I can and _will_ use my boyfriend to do it. So either help me out...or get ready for my worst…"

"Implying I've...oh my god! I've never seen you at your worst, have I?!"

"No….no you have not…" Makoto grinned deviously.

"..."

"Besides girl...you and the others need to relax," Makoto added, "I mean I know we got some big promotions and all that, but a vacation will defs help us to relax so we can get back to work 110%!"

"Well, I don't want to deal with a vindictive Makoto…" Tsubaki groaned, "And I suppose rest _does_ help one put in more effort into work...I'm sure Magister would oddly agree with that…"

"Of course. It was Ben's idea, and Ben and his Grandpa think alike…" Makoto pointed out.

"At the rate yours and Ben's relationship is going, he might be your Grandfather as well soon…" Tsubaki mused.

"It happens when it happens," Makoto smirked, "So...does this mean...?"

"Yes...we can take a vacation…" Tsubaki sighed.

"YATTA!" Makoto beamed, "I'll go call the others and tell them it's Vacation time at the beach!"

"Hmm...a beach d...wait. Makoto a-" Tsubaki began before she noticed the Beastkin was no longer there, "...Should've seen that coming." she sighed, "She better not bring out that stupid slime swimsuit again...or so help me…"

* * *

"Hmm? Vacation?" Noel asked as she and Robotboy took apart what looked like a sniper rifle, "I suppose that be nice...wait...where?" she asked, giving Makoto a questioning stare with her hands on her hips, Robotboy copying her but with a happy smile on his face, thinking this was a game.

"Beach planet...more specifically Cannonbolt's homeworld...or second homeworld…" Makoto muttered, "All I know is the species is happy, and their former world's predators and dangers are gone. They now live a totally peaceful life, learning, teaching, and perfecting the art of the Orbital Cannonball into the ocean."

"Oh...That...actually sounds wonderful!" Noel smiled.

"Surf up!" Robotboy cheered, holding up a surfboard.

"I let him watch some retro Surfer movies and musicals," Noel explained, picking him up after he put the board down, "It sounds really nice, and Robotboy just got a lot of aquatic modifications the Professor would like me to field test." she went on, "Okay count us in!"

"Yes!" Makoto cheered, "I'm not sure how big the place is Ben's trying to get us, so let's keep it to our immediate friend group for now."

"Worst comes to worse, we can sleep in Max-san's RV space ship…" Noel pointed out.

"Good idea," Makoto nodded.

* * *

"A beach vacation?" Mai blinked, putting her spear down as she wiped a bit of sweat from her face, "Hmm...That doesn't sound too bad actua-you have the Golden Angel on you don't ya?"

"No…." Makoto said slowly, "Okay maybe…"

"...You're not gonna make me wear it, are you?"

"Nope. It's mainly for me and my boyfriend."

"Phew...Good," Mai noted, "So long as I don't have to wear it, I'm fine with going."

"Sweet! Ya won't regret it, Mai!" Makoto beamed, "Now if I can just get Kajun out of the lab...hmm…May need Jenny's help with this one."

* * *

"An entire beach planet?" Kajun pondered, "Very well. I do need to see if this new coating for Jenny and Robotboy will be good to let them avoid becoming rusted or get sand into their joints."

"I didn't even get to try to promise you I'd be even worse than normal 'till ya agreed!" Makoto gawked, "I didn't even have to call Jenny!"

"I had a feeling you'd use that threat," Kajun stated, "But yes...a vacation does sound rather pleasant."

"YES!" Makoto cheered.

"I also have one more thing to test," Kajun noted before holding up a vial of a gold and silver liquid, "Golden Angel V2."

"V2?" Makoto repeated.

"Yes. If I made this correctly, it shouldn't dissolve in salt-free water like the first version does," Kajun noted.

"Sweet!" Makoto smiled, "So should I return the old model to ya?"

"If you would. Thanks," Kajun nodded before it was instantly placed on her research table, "It should also change into sleep attire if you sit on a bed and change back when you touch sand."

"Cool. Hmm...wonder If Ragna would enjoy a vacation," Makoto pondered.

"Vacation now?" Kagura's voice spoke.

"..." Makoto's ears flattened, "No."

"Aww come on…" Kagura spoke as he walked in, dressed in his usual clothes as he grinned at the two, "I thought we were past that negativity."

"You just wanna go to see girls in swimsuits."

"Partially," Kagura admitted, "But also a bit of a needed vacation. Seriously, the pains in the tuckus that this last month has brought out is no fun."

"That we can agree," Makoto admitted, her ears still flattened, "But this is for our close circle of friends."

"Aren't I in it?"

"Depends...you gonna be sober and not hit on any of us girls like a lecherous old man?"

"Hmm...I think I have a method of proving his worth of going," Kajun offered.

"You do?" both asked.

"Yes. You simply have to do the same challenge Makoto did on her birthday," Kajun replied, "The food truck that does it is in the park. If you can get through at least half of what she did, then I don't see why you shouldn't come."

"Seems fair...ah, but someone reliable will make sure you don't cheat or lie." Makoto added, "And if...IF...you succeed...you aren't allowed to bring a single drop of booze."

"You are tough, but fair," Kagura noted, "...Alrighty then. Hibiki!"

"Yes, Lord Kagura?" Hibiki spoke, appearing right behind him.

"Need to do a special challenge at the local food truck Makoto went to on her Birthday. Mind coming with to make sure I play fair?"

"Depends...can you survive the ten hottest peppers on Earth?"

"Hibiki, it's me. I've faced a lot of tough foes...I've drunk my fair share of booze...a spicy challenge shouldn't be that hard for me."

* * *

"We have been getting a lot of folks challenging it since Makoto Nanaya won…" Stu noted as the trio watched Kagura, face-down beside the half-eaten plate of chicken wings and banging a fist on the table as a pool of sweat was slowly spreading out around him, "...and this has never stopped making me feel guilty for the poor stomachs that have to endure the challenge."

"The fact you made it this far shows your conviction," Hibiki noted, "You really want to go on that beach trip."

"I...won't give...up…" Kagura whimpered, "Even if my stomach is a furnace..I will pull through…besides...I've fought Azrael..."

"Yes...barely before he decided to go even further in strength," Hibiki argued.

"I...will...succeed…"

"At melting your tongue out of your mouth…"

"Must...make it...to...beach and...see...bikinis…"

"Ugh…" Hibiki groaned, "Trust me, Sir...he's gonna be here awhile...best you leave him be 'till he either barely passes or passes out."

"Well, he has seven minutes left," Stu shrugged, "Hopefully he'll survive the extra five minutes afterwards."

"...Five more?" Kagura gulped, "Ahh geez…"

* * *

=Any luck on your end?= Ben asked as he and Makoto chatted over their phones.

"Already got the girls minus Jenny, and Kagura is trying that challenge I took so he can join," Makoto answered, "Just need Ragna if he can come and Jin maybe...think your cousin and Kevin will be up for it?"

=It's Finals Week there. I had Rook check and he's up for a trip to the beach, too. Dude's never been to one. Can you believe it?=

"Given where he grew up, can't say I blame him," Makoto shrugged, "Plus not sure if we can invite Danny. Moment he's gone, a ghost or something will pop up and start spooking everyone."

=Yeah...I think he's fighting this giant plant ghost right now= Ben noted =At least, that's what reports from some Plumbers that decided to live in Amity Park so that they can work with his parents to make sure they know what's an alien and what's a ghost have reported on=

"Huh...neat. Well I'm sure he has it covered," Makoto nodded.

=Here's hoping= Ben agreed =Anyway, good luck trying to get Ragna=

"Can do, hun," Makoto nodded as she walked into Undertown, "Okay...where are ya, you big lug?"

"Damnit, Tao! Give that back!"

"Tag, you're it!"

"...Ask and I shall receive," Makoto muttered as she looked to the side, seeing Ragna chasing after Taokaka through the area, a bag being held in the catgirl's mouth.

"Tao, seriously! Get back here with my lunch!"

"Good guy has to catch Tao first!" Taokaka laughed before skidding to a halt, seeing a small red dot on the floor before her, "...Reow…Tao meets you again, fast red thingie..."

"...I keep forgetting to buy one of those," Ragna groaned, seeing Makoto holding a laser pointer as Taokaka tried to paw at the dot, "So what brings you here?"

"Eh, was curious if ya wanted to go to the beach on another planet," Makoto replied.

"Seriously?" Ragna asked, raising a brow.

"Yeah. Figured you could use a day off or something, Mr. Sheriff," Makoto grinned.

"Speaking of," Ragna noted before holding an arm out, causing Fistina to hit it, flip around, and land on her back and causing her head to pop off and land in his hand while Makoto caught the bag of Tayden Fistina had been carrying, "Yeah...it sounds fine. Been getting annoyed with Pencilneck's goons and Argit…"

"Being Argit?"

"An opportunistic manipulative little asshole, yes," Ragna nodded, "Besides, Tora agreed to look after the place for me if I ever end up sick or something."

"Great!" Makoto beamed.

"NYA~! GET BACK HERE!" Taokaka hissed, having dropped the bag as she continued to chase after the red dot, "Tao will catch you, fast red thingie!"

"Hope you got some swim trunks," Makoto noted.

"Eh. Noel helped me with some clothes stuff after I helped her out with a favor," Ragna shrugged, "...wait. You're not bringing Jin, are you?"

"Eh, Tsubaki's got a crush on the guy," Makoto shrugged.

"...You want to play matchmaker, don't you?" Ragna deadpanned.

"Been trying since we became friends and I learned about it," Makoto replied.

"...As long as it keeps Jin away from me, I'm in."

"Cool."

* * *

"...I hate you. I hate you so much…" Jin deadpanned, currently tied up.

"Aw come on. It's a beach trip," Makoto argued.

"You're just going to use that damn Golden Angel stuff again," Jin deadpanned once more.

"Yep, but a new upgraded version Kajun made," Makoto replied.

"And yet you trust her..."

"Hey. She's gotten better."

"..."

"What? I'm serious!" Makoto argued.

"And how long did you taste mint after she fixed your tongue?"

"An hour like she said," Makoto stated, "Look...I get you don't...do people, but you need to learn and be around people and relax. Also because Tsubaki would really like it if you joined us."

"...Ugh...fine," Jin groaned, "Now please untie me."

"Not until we get to the beach."

"Hah?!"

"I know you'll run if I do," Makoto replied, "That and...well knowing you and Ragna…"

"Grr…"

"Don't you give me that. You know it's true."

"Hmph."

* * *

"TIME!" Kagura called out as he stood up, his entire body bright red, "I...have done it!" he declared...before falling over, "Bikinis…"

"...He's...gonna be okay, right?" Stu asked.

"He'll be fine…" Hibiki sighed as he walked over to the downed Kagura, "Was it worth it?"

"Time will tell...H-hibiki...to...to the beach…"

"You realize as it stands you might be too sick to even get out of the bathroom by the time we arrive," Hibiki pointed out, grabbing his leg and dragging him off, "Thank you for your time."

"Uh sure..oh wait. Do you..." Stu began before seeing a bag in Hibki's hand, "...are you a ninja?"

"That's what I always say…" Kagura slurred.

"Let's get you to the medical wing…"

"No...to the ride...to the beach…"

"You are breathing fire."

"Damn right I am!"

"...Emergency medical attention might be needed," Hibiki sighed.

"Ah man…"

* * *

"...I get the feeling Kagura's not gonna be coming," Ben admitted, helping carry some stuff to the RV.

"Oh no...what a shame…" Makoto replied sarcastically.

"Hope he's okay at least," Jenny muttered, walking out of the RV.

"Eh. He'll survive," Makoto waved off, "Anyway, glad you can join us, Jen."

"Are you kidding? A beach trip sounds nice," Jenny smiled.

"I just want to enjoy some downtime." Makoto added, "With my friends and my boyfriend...separately." she giggled.

"Smooth," Ben laughed.

"What? ...I need to avoid double entendre around Tsubaki. She's so prudish, she'll mistake even my non-naughty jokes as naughty," Makoto pouted.

"Hopefully she can ease up when we get to the beach," Mai said as she carried a few bags of food.

"I can hear you…" Tsubaki pouted, helping Mai with the food.

"Gosh I think that was the point!" Ben laughed.

"No fighting." Noel spoke, crossing her arms, "This is a vacation, to relax and be happy. So from here on no more fighting and no hitting...no matter what naughty thing Makoto says."

"Yeah!" Makoto cheered.

"Though...please try to keep that to when you and Ben are alone…" Noel chuckled.

"I promise to try…" Makoto said honestly.

"Just try and keep your craziness -and Jin- away from me…" Ragna muttered, currently looking over the RV with Rook.

"Well maybe if you had a gal of your own, w-"

"No," Ragna argued, "...and don't even suggest Buttfloss."

"Okay okay...maybe you _do_ need this trip!" Makoto laughed, "And don't worry, Tsubaki has Jin on both a metaphorical leash...and a somewhat literal one."

"I'm sorry, what?" Jin blinked, still tied up while sitting on the yard.

"The bracelet I slapped on your arm...it's like a shock collar to stop you from being violent or creepy," Makoto smiled.

"YOU WHAT!?" Jin snapped.

"I gave the remote to the person least likely to use it," Makoto argued, "So that means...Tsubaki is in charge of you."

"Makoto, please don't word it like that," Tsubaki sighed.

"Hey. Long as she keeps him from aiming his murderbo-" Ragna began before Rook cleared his threat, motioning his head at Robotboy, "...Long as she keeps him from attacking me, she can keep him."

"Please don't word it like that…" Jin replied.

"We ship it," Ben and Makoto smiled just to get a rise out of him.

"Can you not?!" Tsubaki and Jin snapped.

"Too late," Noel replied, standing next to them.

"Now now," Max sighed, lifting a surfboard over his shoulders, "We can play 'Pick on Tsubaki and Jin' any day..."

"You make a good point." Ragna agreed, enjoying his brother's torment.

"...But I okayed this trip to avoid stress; not cause it. So let's load up, get aboard, and get this well deserved break started," Max ordered.

"The moment I heard about the beach trip, I studied up on multiple beach activities," Rook spoke, "Did you know there is a game where you are blindfolded and you have to hit a watered melon with a bat...while dizzy?"

"That's a Japan thing?" Ben blinked.

"Yep." Makoto nodded, "But it's fun."

"Well, yeah. With you even if you graze it, you can still smash it," Ben chuckled.

"True," Makoto nodded, "Plus free melon to enjoy as a nice cool snack."

"Good thing I brought plenty of them," Max smiled, "Nothing beats watermelon on the beach to cool down and relax with."

"True...been quite a while since I've been to the beach myself," Kajun admitted, currently looking at a checklist, "Last time was during my and the girls' school year when we-along with Jin and a classmate of ours named Taro-got launched to a beach within Torifune...and what timing too. The climate control for Torifune was malfunctioning and we had to deal with an early winter."

"Wonder what happened to Taro anyway?" Makoto pondered.

"I'm not sure…" most of them replied. They then turned to Jin.

"What?"

"You were in the NOL...You should know where Taro is."

"I really don't...I was just glad not to have someone call me 'Jinny' everytime." he looked up at Ben's smirking face, "No...NO!"

"Jinny…" Ben smiled, making Jin scream in annoyance.

"We ready to leave?" Robotboy asked.

"Yup."

"Yay!" Robotboy cheered, picking up Jin.

"You put me down!" Jin snapped.

"Ok!" Robotboy smiled, tossing him into the RV like a missile.

"Not literally!" Jin snapped, "Trash, your doll is malfunctioning!"

"Who trash?"

"He means Noel…" Makoto explained before flinching as Robotboy grew into Battle Mode and walked in after Jin.

"Ahh! R-Robotboy! Matte!" Noel called out as she chased after him.

"...Should we assist?" Rook asked.

"Nah…" everyone replied.

"...Fair enough, I suppose…"

* * *

"...and you're sure this is gonna make me feel better in time to catch up?" Kagura asked, looking at Blukic and Driba in the medical wing.

"Yes/No!"

"...No/Yes!"

"...Maybe!"

"Lord Kagura, you can't be serious…" Hibiki sighed from nearby.

"Hey...It worked for Makoto."

"Yes...because Kajun was with these two."

"Oh...right…" Kagura recalled, "Well...hopefully, it'll work just as well."

"Famous last words…"

* * *

"Grr…" Jin growled in annoyance, a muzzle covering his mouth.

"Sorry...I can't risk you causing trouble with that mouth of yours again," Ben stated.

"Also it's relaxingly pleasant," Makoto smirked, resting her head on Ben's shoulder.

"Makoto…" Tsubaki began.

"So what is this place we're going to, anyway?" Mai asked, "I know it's on Cannonbolt's homeworld, but nothing specific about it."

"It's a place owned by Azmuth," Ben explained, "Think of it as his...vacation home or something."

"And the old man is okay with us using it?" Ragna asked.

"He has nothing of importance there, he says. He claims it's a sort of aquatic research lab, since the top links to an underground section out in the water," Ben explained, "He says we can use it...as long as we don't go in the basement."

"Why?" Ragna asked slowly.

"Something about delicate controls that he doesn't want any of us touching lest we cause the whole place to go kaboom," Ben explained, "What...you expected him to keep the swarm of nano bugs that eat anything down there? No...he keeps that in his pantry."

"..." Jin and Ragna gave deadpan looks at him.

"What? He's not called 'The First Thinker' for nothing," Ben shrugged.

"So nothing that will make our lives hell?" Ragna asked.

"When I told him I'd be going, he said he sent a team to clear out all his stuff...like...all of it," Ben explained, "It's more or less an empty beach house right now."

"So you're totally sure…"

"Would _you _leave anything important in your house if Makoto and I were gonna spend a few days in it?" Ben argued.

"Hell no...and he's smarter than us...damn that is a good point." Ragna admitted.

"Exactly," Makoto grinned.

"Sides, I think all he does is run tests on the waves caused by the inhabitants' super cannon balls." Ben explained, "Something about how the amounts of massive waves causes a sort of synthetic ocean current."

"Huh...and that doesn't raise any flags?"

"Eh. I'm not worried about it right now," Ben waved off, "Right now just wanna enjoy some fun in the sun."

"Agreed," Makoto smiled, leaning into Ben, "And one thing that ruins our relaxation time is getting a one way fist shaped ticket to the diving board that's in the upper atmosphere of the planet."

"Fine. I'll back off," Ragna held his hands up in defense"

"Good," the two nodded.

"We are approaching the planet's surface," Rook called out from the pilot's seat.

"Finally!" Makoto cheered.

"Whoo~ Beach time!" Ben added.

"Yay…" Noel cheered.

"I think I see the place," Mai noted as she and Jenny looked out the window.

"Oh...oh wow! It's huge, "Jenny noted.

"And lots of water," Robotboy noted.

"Oh, right…" Jenny cringed.

"Not to worry," Kajun noted as she pulled out a spray can, "This is the perfect opportunity to test out Plumber HQ R&D's brand new robot-friendly application: Anti-Water Coating. It will prevent any water getting into your circuits or joints and prevent rusting."

"Really?!" Jenny and Robotboy beamed.

"Of course. I wouldn't let you two go into water without proper protection," Kajun assured.

"Sweet! So Jen and RB can join us in the water!" Makoto beamed.

"...I hope you're not thinking of using the Golden Angel, Makoto," Tsubaki spoke.

"Nope."

"Phew…"

"I'm using Golden Angel _V2_!" Makoto beamed.

"...Kajun…" Tsubaki began.

"It shouldn't dissolve in non-saltwater," Kajun assured.

"...That doesn't assure me," Tsubaki sighed, "Fine...you can use it, Makoto...but the moment it dissolves, you have to change into something else."

"Fine fine…" Makoto muttered.

* * *

"Okay...stomach is no longer a furnace…" Kagura whispered, sitting up on the medical bed he was in, "Sweet. It worked...though now I taste peppermint-strawberry with an aftertaste of cinnamon."

"That should go away in an hour," Blukic noted.

"Noted," Kagura nodded as he got up out of the bed, "Now then..Hibiki! To the nearest ship! We are finally heading to the beach!"

"An issue with that," Hibiki noted, "The ships meant for Plumbers are all in use at the moment by others."

"Seriously?!"

"I am afraid so, yes."

"Darn it," Kagura muttered before holding his chin in thought, "...Wait...what about Kevin? He's gotta…"

"His girlfriend, Gwen Tennyson, has finals this week. Furthermore, his current job has him busy with repairing several cars from a wreck in the town caused by a drunk driver running through a red light."

"Ahh geez…" Kagura facepalmed, "...Wait...there is one ship we can take."

"There is?" Hibiki raised a brow before it dawned on him, "...No."

"Aw come on. He won't mind…"

"That is what Ben said when he and Makoto took it to a convention while his car was being repaired."

"Hey. It's either that, or we go to Argit for that 'borrowed' Incursean ship he 'found'."

"..." Hibiki looked away from Kagura.

"...What did you do?" Kagura asked.

"I may have informed the Magister about it and had it confiscated."

"...you have an answer for everything, don't you?"

"I need to for you, sir."

"...Ah man," Kagura slumped, "...I'm still not giving up, ya know."

"I know…"

* * *

"I'm surprised he made this place so big," Ragna noted as everyone stood before a large black and green house by a beachside.

"His assistant, Myaxx, is pretty tall, so of course he needs places like this big enough so she can be his assistant and be helpful," Max noted.

"Huh….go figure," Ragna noted, "Also...the old man has an assistant?"

"Oh right. She wasn't there when Psychobos, Khyber, and Malware attacked," Ben recalled.

"I have the feeling we'll run into her eventually then…" Makoto noted, "But enough of that. Let's head in and get ready for the beach!"

"Aye!" Noel and Mai cheered.

"Come with me, you two," Kajun spoke, picking up Robotboy while motioning for Jenny to follow, "We'll get to applying this new coating for you both so you can enjoy the beach."

"Gotcha," Jenny nodded as she followed Kajun.

"I will assist in putting our belongings away until we leave," Rook spoke, "Care to assist, Ragna?"

"Eh sure. Better than doing nothing," Ragna shrugged as he walked off with him.

"Grrr!" Jin muffledly snapped.

"Oh right..." Ben muttered before he began to untie Jin, "There. Happy?"

"Grr…" Jin mummered, pointing to the muzzle.

"Tsubaki has the key," Ben replied.

"Mmm…"

"...If it makes you feel any better...she had to deal with the muzzle, too."

"No I didn't," Tsubaki instantly denied.

"...Mmm?"

"N...No…" Tsubaki denied further as she began to blush.

"To be fair, it was Kajun who dared her to wear one for an entire game of Truth or Dare," Makoto noted, "And I got pictures~"

"Makoto, don't you dare!" Tsubaki snapped.

"Okay, okay…" Makoto chuckled, holding her hands up in a pacifying gesture.

"Are we heading in to put this stuff down and get ready or just stand around and bicker?" Ragna spoke, carrying the luggage with Rook.

"Oh, right!" Makoto exclaimed as she ran over to help get the luggage.

"You know...I'm honestly surprised Luna...er..Sena…Platinum didn't stow away," Ben admitted.

"Don't you remember? She's spending some time with Gwen." Max spoke up, "Oh….Kevin has not been enjoying it." he chuckled, "Apparently, she hogs all of Gwen's free time, leaving no time for him."

"I worry for what they learn from her," Ben cringed, "Remember when Gwen was still learning from her magic book she got from Charmcaster, Grandpa? Specifically what happened at the Botanical Garden in St. Louis when she pronounced that spell wrong?"

"..." Max and Ben shuddered in unison.

"Charmcaster?" Mai repeated.

"Another magician that comes from another world...that she's currently the ruler of," Ben replied, "It's a bit of a story and she and her uncle, Hex, have files in the Plumber's database."

"A magician from another world...huh…" Mai noted, "That...doesn't sound as farfetched."

"Given where we grew up, it's not that far off," Kajun added.

"So...you have a Dimensional prison...a ghost zone, and now a world filled with Magic," Makoto listed.

"Oh and the Magic world used to be ruled by an evil flaming headed Turtle alien," Ben added, "I wish I was making that up...Seems he's also a mutated variant of Terraspin's species, so he had an unfair Magic immunity power."

'_I can think of a certain usagi who would argue at that...probably,' _Ragna thought.

"Okay... Any other dimensions we should know about?" Tsubaki asked with a sigh.

"..." Ben paused as he took a moment to think, "Hey Makoto...did we ever tell them about the interdimensional Mr. Smoothy's owned by Mr. Hokestar?"

"The _what?_" Kajun asked, instantly before the two, "Explain. Now."

"Well, not our Hokestar since he's getting a fortune from his plant growth spray, but a Mr. Hokestar that runs a Mr. Smoothy's that traverses dimensions to sell smoothies in different dimensions," Makoto corrected.

"Oh right...I forgot that. They are legit the same person!" Ben laughed, "Still can't find a Mr. Smoothy's that can make a banana-strawberry-mango smoothie like his."

"But yeah that was a day…" Makoto muttered, "We got stuck visiting a few worlds 'till we got stuck in one we call Dimension 23 for a day. We helped that world's Ben...and then got stuck in another world where Ben was still 10...but according to our Ben, that world's Gwen...is much nicer and supportive."

"His Omnitrix also seems to constantly change how it looks and resets itself," Ben recalled.

"There was also that world that looked like something out of Mad Max...and for some reason, everyone had an Australian accent…" Makoto muttered.

"Explain how it worked darn it," Kajun sighed.

"I dunno," the two shrugged.

"_Explain_."

"?!" the two tensed before sharing looks, "...AH!" they screamed, pointing to the right.

Everyone looked to the right, seeing nothing but palm trees, beach, and ocean. A green light appeared from the corner of their sight and they turned back in time to see Makoto running backwards on Cannonbolt as he sped away from them.

"You two get back here!" Kajun barked, chasing after them.

"Not while you're in Science Mode!" Makoto yelped.

"You will explain about that store now!"

"NNNOPE!" Makoto and Cannonbolt exclaimed.

"Let's all relax…" Tsubaki sighed.

"Agreed…" the others added.

* * *

"Mmm…" Kajun fumed, wearing a purple and black one-piece swimsuit...and the muzzle.

"Protective measure," Tsubaki assured, wearing a pink bikini with a rose sarong and a hibiscus in her hair.

"Mmm…"

"It was the only way, Kajun," Mai sighed, wearing a modest dark-blue one-piece swimsuit.

"Least I finally have that damn muzzle off," Jin muttered, wearing dark-blue and black swim trunks.

"For now," Ragna noted, wearing a pair of red swim trunks with a black flame pattern on the left leg.

"Brother…"

"No fighting you two," Noel scolded, wearing a blue and white modest two-piece and revealing an intricate black tattoo on her chest, "We are here to relax. Not fight."

"...fine," the two muttered.

"Why do I oddly see Noel as the younger sister of these two?" Ben asked, wearing a pair of green and black swim trunks.

"That's just how adorable she is," Makoto giggled, wearing an acorn yellow-colored sling bikini with a brown tube-top like piece.

'_...Damn. She wasn't kidding about the other one being modest in comparison,' _Ben thought with a blush.

"Knew you'd like it," Makoto giggled before kissing his cheek.

"Aww that's sweet," Jenny smiled a bit, in her human disguise while dressed in a teal two-piece.

"We're just looking for some time to relax, and some light couple stuff…" Ben chuckled.

"I mean come on, we're not stupid. Plus you guys are here," Makoto added, "Also if we try anything further then kissing...Tsubaki will bonk us on the noggin."

"Indeed I would," Tsubaki stated, her paper fan already out, "And trust me...it won't be a paper fan either."

"Ruin our fun…" Makoto mumbled.

"Ms. Spoilsport…" Ben added.

"Oh shush you...you invited us," Tsubaki argued.

"I should have made her agree not to bother our alone time…" Makoto pouted.

"Next time?" Ben suggested.

"Next time," Makoto agreed.

"Alright kids. Enough standing around," Max spoke as he and Rook walked over, the former wearing his signature hawaian shirt but unbuttoned and a pair of matching swim trunks while the later was in a pair of black and dark-blue swim trunks, "What say we start enjoying ourselves?"

"Right!" Nearly everyone cheered.

"I have already come up with a list of activities we can do," Rook spoke, holding up said mentioned list, "Scavenger hunts, flag racing, volleyed ball, watermelon smashing, surfing…"

"...Did you look up _everything_ done at a beach on Earth?" Ben asked.

"I did," Rook replied, "So many different activities..."

"Sound fun!" Robotboy beamed, a pair of blue swim trunks on him.

"Well we got plenty of time to try everything," Max smiled, "Personally I'm gonna hit the waves, been a while since I got on one of these things. Last time was when I was tracking a sea monster around Hawaii in my early years."

"Sea monster?"

"Don't…" Ben began.

"Oh that's a heck of a story!" Max laughed.

"Now you did it…" Ben sighed.

* * *

"...Okay...The coast is clear…" Kagura muttered, hiding in the bushes as he eyed the Proto-TRUK, "No guard dogs..no traps../Hibiki, any invisible lasers or anything?"

"Why are you never this determined for meetings?" Hibiki sighed.

"'Cause this...is important!" Kagura declared, "I did not turn my stomach into a lava pit just to be denied this chance!"

"You know the vacation time has already been approved. You could just hang out at home...and not risk your neck doing something stupid," Hibiki pointed out.

"Stupid it may be...But I will not rest until I can witness beauties in swimsuits in person!" Kagura declared, shooting up from the bushes...before multiple red dots appeared on him, "...That is a lot of guns on that truck."

"I tried to stop him...Lord knows I've tried," Hibiki whispered as gunshots and Kagura screaming filled the air.

"So much pain!"

* * *

"I'm telling you the barricade is necessary," Tsubaki spoke from behind a wall of sand as Makoto was being spun around while blind folded.

"Your grandpa's really good at spinning folks," Ragna noted.

"Eh, he did that to me when I was ten and eleven to do training on how to fight while dizzy," Ben shrugged, "It's why I'm not participating on trying to whack it."

"Okay. Just walk forward a little bit...no too far...alright." Noel spoke, "Take a left and three steps forward...turn to your right...no your right…"

"My right or your right?!"

"Makoto, we have the same right."

"I get the feeling you based that dizzy training off this," Ben deadpanned at Max.

"You think so?" Max chuckled.

"You seem like the kinda guy to pull turning a game into training," Ben smiled.

"I've been known to get creative," Max smiled before the ground shook and the sand wall collapsed partially.

"...Missed!" Noel called.

"AW COME ON!" Makoto exclaimed.

"I told you, it was your right!"

"I'm getting tired of hearing that, Noellie!" Makoto shouted, swinging wildly while spinning around.

***fweet-fweet***

"No swinging wildly!" Tsubaki called, lowering his whistle.

"Oh come on-Oops." Makoto spoke as the stick flew out of her hand as she spun around, sending it flying and through the wall of sand, Makoto lifted her blindfold and cringed before lowering it.

"This is why the wall…" Tsubaki sighed, "And that means next batter!"

"I could have got it…" Makoto pouted as Ben patted her head.

"I know you could," Ben smiled in assurance.

"Here we go again," Max chuckled as Rook accepted the blindfold.

"Okay...I am r-" Rook began before he was suddenly spun around rapidly, "WOAH!"

"Rules are rules, Partner!" Ben laughed.

"Wow! Look at 'im go!" Makoto cheered.

"And...go!" Max shouted as he stopped spinning Rook.

"Woah...very...disorienting…" Rook muttered, staggering in his steps.

"Um...Left...No, the other way, Rook," Noel noted.

"I am going left."

"Your other left!"

"You mean my right?!"

"No, you are going right. You need to go left."

"I am going left."

"That's right."

"Yes, I am correct."

"No, that's left!"

"For the love of...SWING!" Ragna snapped.

"AHH!" Rook shouted as he swung down, the sound of something cracking filling the air, "...Did I do it?"

"...Miss," Noel replied before Ragna got hit on the head with the broken half of the whacking stick they were using.

"Grr…" Ragna's eye twitched a bit, "NEXT GAME!"

"But...we didn't crack any watermelons yet," Jenny pointed out.

"Maybe Ragna's right. I get the feeling all of us are not cut out for this game…" Ben laughed, "I mean even with how good Noel is...blindfolded instructions are hard to understand."

"No they aren't," Jin argued.

"...Okay you go next," Ragna argued, "But you have to listen to anything Noel tells you to do. And if you get it done…"

"I ignore you all for the rest of the trip."

"I was gonna say you get to be cuffed to your brother for the rest of the trip." Makoto spoke, making Jin flinch, "But too late! You named your price."

"If you mess up...you need to be _Nice_ to Noel for the whole time," Ragna crossed his arms.

"That's not necessary..." Noel spoke up.

"I say it is," Ragna argued.

"Fine…" Jin frowned, taking the blindfold from Rook before putting it on.

"And the spin," Ben spoke, spinning him around.

"Maybe a little more...he is an elite after all." Ragna smirked, helping Ben spin him around even faster.

"This is nothing," Jin stated, "I was trained to deal with stuff like this."

"..."

"...I can feel you smirking...don't you d-" Jin began before a green flash went off.

"Too late," Fourarms smirked, grabbing Jin before spinning him at high speed.

"DAMN YOU, TENNYSON!"

"Okay, I think that's enough!" Ragna laughed as Fourarms stopped, letting Jin slow to a stop.

"Rrgh...guh…" Jin groaned.

"Go smash the watermelon," Ragna ordered.

"Fine..." Jin muttered as he began to stagger a bit, "Directions?"

"..."

"...Anyone?!"

"I almost don't want to take part in this," Noel admitted.

"I want to see how long 'till he fails." Ragna countered.

"Isn't that mean?"

"It's what brothers do."

"Oh for the love of…" Tsubaki muttered, "Left, Jin!"

***SHING!***

"...Thank you," Jin sighed, putting away Yukianesa as the watermelon was cut clean in two.

"Boo…" Fourarms, Makoto, and Ragna complained to Tsubaki.

"Don't give me that, I was just being fair." Tsubaki sighed.

"More like trying to score future girlfriend points," Makoto teased, making Tsubaki blush a bit.

"If anyone needs me...don't," Jin stated as he walked off.

"You forgot your half!" Fourarms spoke, picking up half of the melon and rearing his arm back.

"Don't you-FUGWA!" Jin cried as he was flung into the distance by half a Watermelon.

"There...Now he's nice and isolated," Fourarms dusted his hands as he timed out and returned to Ben.

"I hate you...I hate you so much, Tennyson…"

"Right back at ya, Jinny."

"GAH!"

"You are never going to call him anything but Jinny, are you?" Makoto asked.

"Only when I'm being completely serious," Ben replied.

"Fair enough," Makoto shrugged, "Anyway...next game."

* * *

"...Okay, I'll bite. Why didn't the stupid truck shoot you?" Kagura demanded, his body smoking and covered in soot as he sat beside Hibiki...who was driving the Proto-TRUK.

"Rook trusts me in keeping it maintained when he's unavailable to maintain it," Hibiki replied, completely unharmed.

"Why didn't you tell me sooner?"

"Learning opportunity."

"Well, let's get this taken off to the skies."

"Cannot," Hibiki replied.

"Hah?!"

"I scheduled an appointment with the Plumbers' main mechanic to perform the vehicle's 50,000 lightyear tuneup."

"D'oh!"

* * *

"Okay, this is kind of fun," Makoto smiled as everyone watched Overflow use his water powers to push himself and his board across the water like a speed boat.

"Babe, ya haven't seen anything yet!" Overflow laughed when he passed by them.

"That still surprises me," Max noted.

"What does?" Tsubaki asked.

"Ben calling someone 'babe,'" Max admitted.

"It's something I asked him to call me if he felt comfortable enough to use it," Makoto shrugged, earning looks, "What? We talked a lot in our time stuck in that capsule."

"It just feels odd...to think you could have such...a mature and stable relationship with Ben after how much you two argued," Tsubaki admitted.

"I guess spending a long time stuck alone means you don't need to hide behind pride." Makoto smiled, "If you ever want tips, Relationship Expert Makoto is right down the hall back home!"

"I think I'm good, thank you…"

"You sure~? It could help ya land Jin~"

"I don't think your type of advice would help people like us…" Tsubaki sighed.

"Ah you're right...you're both too rigid to ever forgo your pride and talk like people in a normal relationship," Makoto taunted.

"Yes, we...Hey!" Tsubaki exclaimed.

"What? You are...I mean it should've been easy for you two. For god's sake, you were both in the Student council back at the Military academy! You guys spent almost every moment of every day together...when you weren't with us that is," Makoto muttered the last part.

"Well...that's...true…"

"I bet if you asked him out back then...he might not be that…" Makoto pointed to Jin in the distance, who was just watching them, "You know, Tsubaki...wanting to keep things as they are is well and good sometimes...but change is way better sometimes."

"Some change can be for the better," Noel smiled, "I think our lives are much better after our recent changes. We have each other again...and a bigger group of friends...or as Makoto said it...we're more like a family."

"Guess that makes Jin your moody emo brother…" Makoto muttered.

"Rook, mind lending me a hand setting up the volleyball court?" Max asked.

"Of course, Magister," Rook smiled as he picked up the poles to set up the net.

"Maybe we can do Boys VS Girls," Mai suggested.

"Alright, but Makoto...no Super Spikes." Max spoke up.

"Aw~!" Makoto complained.

"And no Aliens, Ben."

"Hah?!" Overflow gawked upon hearing that, resulting in him tripping and falling into the water; his arm popped out of the water after a second, "I'm okay!"

"Boo...Then why should we even play if we can't have fun?" Makoto pouted.

"It's called fairplay," Tsubaki smiled.

"And a way to help improve your control and Ben's human physique," Max noted.

"Hmm…" Makoto began thinking, "Cheating for fun...or Hunky boyfriend...seems like a no brainer."

"I don't like this mood!" Overflow panicked as he surfaced.

"This will be interesting," Kajun noted.

"What volleyball?" Robotboy asked.

"It's a game," Jenny explained, "You and a teammate have to hit a ball onto the other field before one of your opponents can catch it while defending your field to prevent the opposing team from scoring a point."

"Oh…" Robotboy nodded slowly.

"Just make sure the ball doesn't fall on your side, and you're not allowed to hold it; just tap it back into the air," Ragna added.

"Okay!" Robotboy gave a thumbs up.

"I'm surprised you know about it," Mai noted.

"My master used it as a training method once...emphasis on 'dodge' and change out the 'ball' with 'fireballs.'"

"...For a cat, he sounds pretty intense," Makoto noted.

"What do you expect? He was one of the Six Heroes," Ragna snorted.

"If he's here, as in this timeline...what do you think he's up to?" Noel asked out of interest.

"Given he might not have to do much...being lazy." Ragna muttered, "I mean...he is a cat after all."

"I now picture him sleeping on a scratching post, while filled up on tuna…" Noel giggled.

"Most likely," Ragna shrugged.

"Let's play!" Makoto cheered after finding the Volleyball.

* * *

"...Is it done yet?" Kagura asked, sitting on a chair near the workshop for Plumber vehicles.

"No," Hibiki replied.

"...Now?"

"No."

"...How about now?"

"..." Hibiki reached into his coat and pulled out what looked like a pen, he put it against Kagura's neck as an electric volt went from the pen into him, making him sputter and twitch like a madman before falling over...while smoking, "By the time you wake up...yes...it should be done. Note to self...thank Ben for this gift. Who figured I'd need to use it as much as I do."

* * *

"Okay, if Robotboy can't fly, Jenny can't do the stretchy arm thing!" Ragna barked.

"I feel we should've hashed this out before we started," Max muttered, sitting on a small makeshift tower with two wooden boards at his sides, one showing 'BOYS' and '15' with the other showing 'GIRLS' and '15.'

"To be fair, we only said the Lovebirds could not use powers at the start…" Ragna sighed as he calmed down.

"It's true," Noel nodded, "That makes this all our Bad."

"I've literally done nothing…" Jin sighed.

"Except for brooding."

"I don't brood."

"We went for the obvious ones and forgot to factor in the other bits," Kajun admitted.

"Hmm...Alright, since it's starting to get late, let's do this: all out and the first team to get the point will get two," Max informed.

"Yeah!" Makoto cheered.

"Uh-oh…" the boy team spoke in perfect unison.

"Goggles down," Kajun spoke, pulling out a pair of protective goggles before putting them on.

"...Wait a sec. He said 'all out,'" Ragna muttered before looking at Ben, "You heard him, kid."

"Omnitrix...please give me something amazing…" Ben panicked as he dialed around quickly.

"Oh this is gonna be beach-wrecking," Mai whispered to herself with wide eyes before Ben slapped down on the Omnitrix and, with a flash of green light, became Cannonbolt, "...Yep. Very beach wrecking."

"What can I say? We're on Cannonbolt's rebuilt home planet, so might as well go native," Cannonbolt shrugged.

"Famous last words, 'Sweetie'~" Makoto smirked, lightly tossing the ball up and down.

"At the least, Cannonbolt makes a good shield to block the shockwave." Ragna muttered.

"Let's call that Plan B," Cannonbolt spoke, "Ro...you can go all out just this once."

"Mm!" he nodded, bashing his fists together as he grew into combat mode.

"Up…" Makoto cheered, bouncing the ball up before she jumped after it, "Aaaand _Spike_!"

"Ro, toss me up!" Cannonbolt spoke as he rolled into ball form while he hopped up, letting Robotboy slam his fist into Cannonbolt and send him flying up.

Cannonbolt was able to crash into the Volleyball before it could reach the ground. The impact was loud as Cannonbolt spun to try and drain the momentum away from the ball and not let it explode on impact. Once the two balls ran out of kinetic energy to keep them up in the air they drifted in opposite directions as gravity began pulling them back down, Cannonbolt unrolled as he swung his large hand and spiked the ball back down the girls' side. Jenny extended an arm out, managing to hit the ball over to Noel, who bounced it up in the air which Tsubaki spiked at the boys' side.

Robotboy blinked before aiming and firing his fist off as a rocket punch to send the ball right back at them. Makoto jumped and bounced it back, only to gawk as it bounced off Cannonbolt who was in mid-free fall. Noel skid forward and bounced the ball up as Tsubaki swung her arms out and sent it back up, serving it for Makoto to spike once more.

"Ragna, bounce off me!" Cannonbolt grunted laying on his back as he took in a deep breath of air.

"This is freakin' weird!" Ragna grunted as he jumped and bounced off Cannonbolt like a trampoline, once in the air he swung his arm at the same time as Makoto as the two struck the ball at the same time.

The two grunted, only for the ball to be squeezed just enough to shoot it up. The two blinked and fell down into the sand...or back onto Cannonbolt's stomach in Ragna's case. Everyone looked up as the ball came back down, only to blink as Rook gently tapped the ball over the net and it fell to the sand.

"I believe that...is two points for us," Rook smiled as everyone fell over, "Maybe returning to basics will help you all next time."

Max blew a whistle, "Two points for Boys! 17-15! And game!"

"Mmm…" Makoto mutered, all but her head buried in the sand.

"It's over...banzai…" Ragna cheered half-heartedly, "...Why are you so comfy? ...Like some kind of bean bag chair?" he complained to Cannonbolt.

"I blame the rolling thing...gotta have something to cushion all those crashes…"

"...Okay, that's fair," Ragna admitted.

"Can someone help me out?!" Makoto complained.

"Oh, right! Coming, babe!" Cannonbolt shouted as he ran over.

"Hehehe...ah, and here I thought this would end in something silly like the ball exploding," Max laughed.

"It better n-" Jin began before the ball suddenly exploded near him, resulting in half of him being covered in sand, "..."

"Oh...nevermind then."

"How and why?" Ragna asked.

"Delayed reaction," Kajun answered.

"Huh...Neat," Ragna noted.

* * *

"Alright, the tune up's complete," the mechanic, a female Petrosapien noted.

"Thank you very much," Hibiki bowed, "I also would like to apologize for the out-cold person on your floor. He was being...difficult."

"Not the first time and won't be the last," she shrugged, handing Hibiki the keys before going back to work on any new orders.

"Alright...I'll call Rook, tell him we're using his Truck...and then I'm putting you in some kind kennel...so you don't touch anything," Hibiki looked down at a still unconscious and mumbling Kagura.

"Bikini...saikyo…" he grumbled.

"..." Hibiki pulled out the taser pen and poked him once more.

"GH~!"

* * *

"Ah...late night barbeque on the beach. This is the best!" Makoto cheered as the girls put on hoodies and shorts for the night now that it was darker and the temperature a little more cool.

"Just a little more…" Max muttered as he focused on cooking.

"Will you hurry up? I'm starved." Ragna groaned.

"Do not disturb the Grill Masters!" Heatblast complained...being used as the grill.

"You need to be patient," Kajun spoke, "If you rush a delicate process like this, it'll ruin it and it'll come out burnt or undercooked."

"Exactly," Max agreed, "Sides, with Heatblast's control of flames and their intensity, we have the ultimate grill fire. Just a little more and they'll be perfect."

"I mastered the art of perfectly toasting marshmallows in my hand without burning them," Heatblast chuckled.

"Not surprised he's using Heatblast," Makoto noted, "When the power went out at his parent's house on my second day in Bellwood, his dad used Heatblast to cook breakfast."

"We've learned to use Ben's aliens to our advantage a lot over the past few years," Max smiled, "You wouldn't believe how much faster fixing my RV goes since he learned to use aliens in combination with one after the other."

"Impressive," Kajun noted.

"To be fair...most of the time...I also break it..." Heatblast grumbled, "I kinda had to learn how to make it up to Grandpa."

"Yep. Plus, most of the kids here know that you can even use them for big jobs like fixing that tower," Max chuckled.

"I still feel phantom pains from Humungousaur's arms from having to keep that building up for the entire night," Heatblast deadpanned, "And aches and pains from some of the other aliens from Rath snapping at them both figuratively and literally."

"Huh?" Jin raised a brow.

"Echo-Echo lets him turn into duplicates of himself or other aliens, but each one gets a random personality," Makoto replied.

"It becomes worse when I try turning the clones human." Heatblast explained, "With Aliens, it's more those alien's traits form a more individual persona." he paused, "...Did I ever replace that Echo-Echo in my old car's trunk?"

"What?" Makoto blinked.

"It was my backup incase I ever die," he joked, "Ah...That is to say I normally expect myself to do something stupid...and it's actually happened before!"

"What?" Ragna raised a brow.

"Long story short...Kevin went insane after taking in too much power, went on a rampage, had to fight him to the death...made a stupid call to use normal Echo-Echo...he vaporized all of them but my backup clone I keep in the trunk before going in to fight him. It's okay...I returned the favor by beating him 'till he passed out, then Gwen used a plan that worked despite sounding stupid. It was a weird time where I was the intense and serious one…But it worked out!"

"Wait...Does this have anything to do with Kevin's irrational fear of speakers?" Makoto asked.

"Yep," Heatblast replied.

"Huh...That explains it then."

"...You people are weird," Jin muttered, making Tsubaki sigh as she walked off, "...What?"

"Smooth," Mai deadpanned.

"It's called an apology...Turns out knowing how to say it can make a girl really happy." Heatblast spoke, "More so when you _know_ what to apologize for…"

"Waste of breath, Ben-kun," Makoto sighed, "Jin doesn't know the first thing about girls. I bet he skipped health class even…" she laughed.

"Doesn't help the two also grew up together," Kajun added, making Jin frown a bit, "What? Everyone knows of the relationships between the Yayoi and Kisaragi families."

"So...he's stupid, right?" Heatblast asked.

"Totally…" Makoto agreed.

"Blind as a bat," Kajun added.

"Mentally deficient," Ragna muttered, "Even I can grasp what's going on. It's that obvious."

"Indeed," Rook added, "Rather shameful."

"Jerk," Noel, Jenny, and even _Robotboy_ frowned.

"Ugh…" Jin groaned as he walked off to follow Tsubaki.

"Just so you know, it only half counts if we made you do it!" Makoto called out.

"At least he'll get half a point…" Heatblast chuckled.

* * *

"...ahh. Jin...What happened to you to make you like this?" Tsubaki sighed, sitting by herself at the edge of the beach, "Or rather...is that what you're truly like?"

"Tsubaki…" Tsubaki looked over to see Jin approach her, "I had a feeling you wouldn't go far from the others."

"...I have to make sure the others don't do anything dangerous or the like," Tsubaki replied as she turned her face away from him, "That's all."

"...ugh. Listen...I'm sorry," Jin sighed as he sat down near her, "Just...your friends are weird...but I'm glad that part of them didn't change, I will admit."

"They are...eccentric...selfish...and odd," Tsubaki muttered, "But they keep me grounded. If I didn't have to stop and react to them...I'd be lost in my own ways…"

"Yes...At least I'm glad you're the same as you are…" Jin admitted.

"...May I ask you something, Jin?"

"Hmm?"

"Where, in what point in our time, did you come from?"

"...It was after I left the NOL to search for Nii-san, and you were tasked to take both me and Tr...Noel Vermillion down," Jin answered.

"I see...I, honestly, don't fully remember myself," Tsubaki admitted, earning Jin's raised brow, "When I was brought here, my mind was regressed to just the day after graduation."

"...Did you have the Izayoi with you?"

"Hai...but I don't know what happened to it."

"...The farther that damning weapon is away from you, the better," Jin stated.

"...Can I ask another question?" Tsubaki asked, earning a small nod from Jin, "What...made you into this?"

"Hmm?"

"I mean..you always kept certain people around you during the Academy, but...you were never this antisocial."

"...War changes people, Tsubaki," Jin sighed, "I was sent out to the Ikaruga Civil War...so I could kill Lord Tenjo, the leader of Ikaruga...I saw many people die in that war...both good and bad people, including the commander of the 9th department, Grimwood Huster...He and his unit planned to stop the war, but…"

...But what?"

"...The leader of the 0th Division Meifang Lapsilazuli killed them for defying the NOL."

"?!" Tsubaki tensed at that.

"That's when I started suspecting things about the NOL and the war...So I went to Lord Tenjo to have an audience with them in hopes of stopping the war...I ended up in a fight with one of their men," Jin continued, "After that...things started going blank. Like...some voice inside my head was telling me to kill Tenjou. When I woke up...I saw the frozen dead body of Tenjou before me...and I was declared the 'Hero of the War,' and yet it made me feel...empty inside."

"...And that's why you're so distant from everyone?"

"..." he looked at her for a moment, "Possibly…" he sighed after a while, "Many things happened...my mind...my patience...my humanity...I could feel it crumbling some days. But since I arrived here...it's like whatever did that to me...diminished. At times, I fear that influence coming back."

"...Then...we can work through this together," Tsubaki spoke, putting a hand on top of his, "Whatever happened to me before coming here...whoever messed with your mind...we'll find it out together."

"I would like to say you and me working together would be nice...but...knowing those idiots...the stupid one will drag her all powerful boyfriend into it...then Vermilion...then Nii-san...and then the rest of the pack of weird…" Jin sighed, "So...might as well wait 'till we get back to Earth...and work together to find this out."

"...Hai, Jin-nii-sama," Tsubaki smiled before tensing, a heavy blush appearing on her cheeks, "G-gomen! I...I didn't mean to say that!"

"Don't bother...after so long with Tennyson...nothing really bothers me but the sound of his many..._Many_ voices…" Jin sighed, "That...isn't even a blip on my radar."

"Oh….f-fair, I suppose," Tsubaki muttered, her blush fading.

"If anything...being reminded of those days...feels refreshing," Jin admitted.

"It's always good to recall the good days, especially back in the Academy."

"...True," Jin nodded, "And...well...while I didn't even want to be here...At least having you here is worth it."

"...hai…" Tsubaki smiled.

"And….ugh. They're spying on us, aren't they?"

"All except Ben and Makoto."

"And that scribbling is Vermillion, isn't it?"

"Yep."

"...You aim for Vermillion, I go for the book."

"Eep!"

"Noel/Vermillion, get back here!" both barked.

"Never!" Noel shouted, riding on top of Robotboy as he flew away from the two, "My creativity will not be s-"

"Jin summoned the ice car!" Jenny called out.

"It's not an ice car, damn it!"

"Stop yelling!" Ragna snapped, drop-kicking Jin out of the air.

"I may need to include Noel in some sessions with her obsession like Tsubaki and chocolate…" Max muttered.

"Nii-san...why did you hit me? I'm the innocent one…" Jin groaned.

"Like hell you are, dumbass!"

"Does this mean if Jin and Tsubaki do get together...will Tsubaki have to call Ragna, 'Nii-san' on account of their being siblings?" Kajun asked.

"...Really?" Ragna, Jin, and Tsubaki all deadpanned at her.

"I only asked what I knew Tsubaki has been thinking since she learned of that fact." Kajun smiled, making Tsubaki blush.

"...Well l-AHH!" Mai yelped when she was suddenly hit by a snowball, "Cold!"

"I believe one beach activity included water balloons...sadly, we have none, so..." Jin paused, Yukianesa out as balls of ice and snow floated around him, "We'd have to substitute…"

"Oh no," Mai and Kajun spoke before more snowballs hit them, "GAH!"

"A Snowball Fight at a beach…" Max chuckled, "Every day brings something new when it comes to you kids."

"You could call this as another form of training, sir," Jin offered, summoning more snowballs before sending them out at the others, "To see how they handle what happens when you're attacked by ice-based foes on a beach trip!"

"...Really glad we didn't follow," Heatblast noted from where he was still acting as a grill while Makoto cooked, the two watching snowballs and ice going off where the others were.

"And they say _we're_ nosy," Makoto added with a slight giggle, "Still...least we have some time alone together."

"Yep," Heatblast replied before tossing up a marshmallow to her, "Perfectly toasted."

"Yummy!" Makoto beamed, "Ahh...wish we had some graham crackers and chocolate. We could've made some killer smores."

"To be fair, I guess we overlooked that option packing enough to eat for everyone," Heatblast muttered, "Oh well...next time, right?" he tossed a marshmallow into his mouth.

"Think you're smart, do ya!?" Ragna snapped, forming a giant boulder of snow as he slammed it onto Jin's head, burying him in snow.

"I think this is the best those brothers have gotten along since we found out they were brothers…" Heatblast muttered, lifting his hand and melting a stray snowball before it could get near them and the cooked food.

"Least we're more or less curbing Jin's murderboner for his brother," Makoto added.

"URUSEI!" Jin snapped as several more snowballs were melted by Heatblast.

"No targeting the food station!" Ragna barked, throwing another boulder of snow on Jin.

"Ragna is also learning to tolerate him more...he just needs to punch him...or drop kick him...or do something to shut Jin up," Heatblast noted.

"Maybe they'll be able to spend Christmas together without having a sword fight with the Christmas trees…" Makoto muttered.

"...I would pay to see that…" Heatblast admitted.

"Three trees this year?" Makoto asked.

"I say so," Heatblast nodded.

"I'll make sure to have a camera," Makoto snickered.

* * *

"Mmm...What is this?" Kagura seethed, an eye twitching with his arms crossed.

"A traffic jam," Hibiki replied, the Proto-TRUK in its ship mode and was currently in space...stuck in a large cluster of ships in space.

"How is there a traffic jam in space?!" Kagura snapped, "HOW?!"

"There's other life on planets...of course there would be heavy spaceship traffic."

"But why now of all days?!"

"Unknown," Hibiki replied.

"...I pissed off god or something, didn't I? Why else am I dealing with this series of unfortunate events?!"

"I love those books," Hibiki replied simply.

"...I was not referencing a book series!"

"..." Hibiki held up a book.

"..._Lemony Snicket's A Series of Unfortunate Events_," Kagura read the title, "...Dammit, now I'm hungry for something with lemons in it…"

"Well, I haven't such snacks. But I did bring some food to make up for our late arrival. But I'd suggest maybe giving that book a read. It'll help pass the time," Hibiki replied.

"...ugh. Fine," Kagura sighed as he took the book, "But if this traffic jam is still going on when I'm done...Kagura's gonna get upset!"

"..." Hibiki spritzed Kagura in the face with a spray bottle, "No. We just broke you of talking in the third person last year. Bad."

'_Ugh! Being sober for so long sucks~!'_

* * *

"Well fun as this is, probably time we turn in," Max sighed as everyone finished eating.

"Probably a good idea." Ben nodded, "Wait...did we even figure out a rooming idea…?"

"I trust you kids to figure that out," Max grunted, getting up, "I got my own place to sleep." he smiled, walking off towards his RV.

"Hmm...how many rooms do we have?" Tsubaki asked, pulling up a clipboard before flipping a paper over on it, "I want to make sure it'll be even...and make sure a certain couple doesn't try anything nsfw."

"Hey!" the said couple exclaimed.

"How rude, we have self control!" Makoto complained.

"Yeah, we're not stupid!" Ben agreed.

"Oh I know. It's just that sometimes even those with control can lose it in the heat of romance when left alone," Tsubaki pointed out.

"Mmm…" Makoto pouted, "I'll remember this if you ever snag a boyfriend…or Jin..."

"I will flood the room you have with eternal winter…" Jin growled.

"Ahem! Now then…" Tsubaki paused as she looked at a list, "...Okay...Considering the ratio of men and women here, each side will get one side of the house where the rooms are."

"...You sure having these two in the same room is a good idea?" Ben asked, motioning to Ragna and Jin.

"Well...Ragna will stop Jin from killing you in your sleep," Mai offered.

"I wasn't thinking that," Jin defended.

"You were. You can't fool us dumbass." Ragna crossed his arms.

"Grr…"

"Also make your choice fast...I think the moon is coming out."

"?!" Jin tensed up.

"...Wait. Is...he afraid of the moon?" Jenny asked.

"I mean...as a kid he was always scared it would fall on him…" Ragna muttered, pausing to recall some old childhood memories.

"N-Nii-san!" Jin exclaimed.

"Ah! He is!" Makoto exclaimed.

"Dude...the moon isn't even a normal moon…" Ben laughed, "It's more of an orbital defense system. And doubles as an epic diving platform apparently."

"Diving platform?" Mai blinked as Ben pointed to something...falling from the sky and slamming into the water, causing a huge wave.

"Cannonbolt's race have such strong armor, atmospheric reentry is only a mild problem. I should know...I've had to do it enough times. I just never landed on something like water to cushion the impact," Ben laughed, "From what I understand, it's like a rite of passage for the young ones."

"Ahh…" Mai noted.

"Rite of passage?" Robotboy repeated.

"Well, they like diving off high places into the water. Once you jump off the moon Azmuth made, it's like you're an adult in their culture now," Ben explained, "Their race normally spends a lot of time studying in school, so when they have time to play, boy do they play."

"In a sense...Cannonbolt is probably among the few Arburian Pelarota's who knows how to fight," Kajun added.

"Yep," Ben replied.

"...Wait a second. Ben, did you do that yet?" Makoto asked, pointing at the moon.

"First one to jump off it," Ben replied.

"And we didn't get to see it?!"

"It was a really long while ago," Ben explained, "Azmuth made me prove it was safe after some of the elders were concerned with the fact that it's a synthetic moon."

"Oh...complaint retracted then," Makoto spoke.

"So back to the rooms," Kajun said, "I say we girls will take the ones on the left side of the building and the boys on the right."

"Sounds good to me..." Ben sighed.

"As long as Jin's in another room, I got no complaints." Ragna sighed.

"I believe we have at least two rooms to split," Rook spoke as they walked in.

"Then I get whatever room Jin isn't staying in," Ragna snorted out in a happy tone at how annoyed Jin looked.

"I will stay with Jin," Rook volunteered, "Perhaps we may resume our discussion on this 'Code of Bushido.'"

"...Know what? I am fine with that, Rook Blonco," Jin nodded.

"Just don't stay up too late," Ben noted, "We've got surfing and sand castles tomorrow."

"And scavenger hunt," Makoto added, "We can do pairings for that one."

"Yep." Ben smiled, "Just to be fair, I won't transform for that one. Makoto and I have to give you guys a handicap."

"Well, that's good," Ragna noted.

"Oh, think we should handcuff ourselves with each other, too?" Makoto asked.

"Isn't that just an excuse for the two of you to hold hands and be close to each other?" Mai pointed out.

"Maybe…" they muttered.

"...d-"

"Could do the same to Tsubaki and Jin," Noel offered.

"?!"

"Well, I was half joking...but that sounds like a great plan," Makoto smiled.

"All we got are the power dampener cuffs though...so if we did...Jin wouldn't be able to freeze it off," Ben laughed.

"...Fine. Then I will see to it that me and Tsubaki beat you, Tennyson," Jin frowned, giving him a challenging icy stare.

"Sure thing, Jinny, have fun." Ben smiled simply, making Jin growl in anger at how casual he was ignoring his challenge, "Makoto and I sure will!"

"I keep getting lost in his pace…" Jin growled in anger.

* * *

"Alright...I've read through the book twice…" Kagura noted, "...SO WHY ARE WE STILL IN THE SAME SPOT?!"

"Must be a very bad crash that caused the jam," Hibiki noted.

"Why is no one going around!? We're in the vastless expanse of space!" Kagura snapped, "Doesn't space go on forever?! Why is a space highway jammed like this!?"

"..." Hibiki turned on the radio.

=It's Hour 31 of cleanup efforts of a massive pileup caused by the Vreedle Brothers Octagon and Rhomboid=

"Ah!" Kagura complained, letting his forehead slam onto the dashboard,

"I have blankets and pillows to let us rest," Hibiki noted as he set the Autopilot on so he could relax.

"Lousy Vreedles…" Kagura grumbled.

* * *

"Ahh…" Ben yawned as the new day began for their little vacation, "Man, the beds sure were nice."

"That was the best sleep I've ever had…" Ragna grunted, "Did the old man make beds from literal clouds or something?"

"Azmuth makes a lot of stuff," Ben spoke.

"Good morning~!"

"Oh, Mako…" Ben began before his face lit up in a blush on seeing her wearing an acorn-yellow and brown nightgown that hugged her curves with her shoulders and upper half of her bust exposed, "?!"

"Seems that Kajun was right 'bout the Golden Angel V2 changing based on the environment," Makoto noted, "Moment I sat on the bed in it, it changed into this little number."

"That's...honestly amazing."

"Ben…" Ragna put his hand to Ben's mouth and closed it, "You'll catch flies."

"And it didn't dissolve from all those snowballs, either," Makoto noted in amusement.

"Guess we can call this version a huge success," Ben muttered, shaking himself back to his senses.

"Still not gonna risk it," Mai spoke, walking past them.

"Oh it's been safe so far," Makoto complained.

"More importantly...Breakfast…" Ragna spoke up as he pulled some eggs out of the fridge, "Oi, Ben...you know the drill...change into something fire themed."

"We should have brought a grill or something…" Ben sighed.

"You're just a better cooking implement…" Makoto laughed.

"I don't even count as the chef?" Ben complained.

"No, you are," Makoto assured, "A lot better than me at times."

"To be fair, I kinda had to learn a little when I'm traveling with Grandpa…" Ben sighed.

"Your Gramps is a great guy...but his diet is a bit weird…" Ragna muttered, "And this is coming from a guy who's gotten used to eating alien food in an alien town...well, the stuff that at least looks like Earth food."

"You still come topside to take some good carryout though," Makoto added.

"I refuse to call a life without good food living," Ragna countered.

"Man makes a wise point," Ben chuckled.

"Omelet...and bacon," Ragna tossed some bacon to Ben.

"Right right...Makoto can you help me out." Ben sighed, taking the ingredients outside as he began selecting his alien.

"Sure thing!" Makoto beamed as she ran out and, the moment she touched the sand, her outfit shifted into a two-piece bikini with the cups for her chest resembling acorns.

"Huh...it changes each time, too?" Ben asked in surprise.

"Well, Kajun said it'll change based on what you're thinking about," Makoto shrugged, "For me, I was thinking food so acorn bikini."

"That's a weird jump in logic, Babe...Wait, are you hungry for Acorns then?" Ben asked as he flashed into Heatblast once more.

"Eh, more like food in general," Makoto shrugged as she hefted the large frying pan she had grabbed on her way out, "Now let's get to cookin', m'kay?"

"Right, I'll bring the heat...you just make sure I don't mess up and burn it." Heatblast laughed holding his large hand out.

"It's what I always do."

"Don't get cheeky," Heatblast laughed.

"It still amazes me how much they changed after admitting their feelings," Mai spoke.

"I guess that annoying tension is what made them argue...without it, they can act on their emotions properly," Ragna figured, "But what do I know? ...It's not like I've ever been in a relationship." he laughed.

"But that was rather insightful…" Noel spoke up, "Maybe you'd also be a good boyfriend to someone."

"No way...most women I know are either super pains in my ass...or feel more like sisters," Ragna laughed.

"Aw...I think of you like a brother, too," Noel smiled.

"Let's see...We start with surfing and then making sand castles and end it with a scavenger hunt," Tsubaki noted.

"I'm up first then!" Makoto called out.

"You sure, Makoto?"

"I've gotten a lot of practice done on Ben-kun's hoverboard...this should be a piece of cake."

"Famous last words," Ragna chuckled.

"...I'm gonna remember that the next time I feel prank happy," Makoto smirked, grabbing the surfboard before heading out to the water.

"Good timing, too," Heatlbast noted as Ragna took over cooking breakfast before Noel could even react before the Pyronite looked up at the moon and seeing a native falling from it, "Here comes a wave maker."

"Eh? Wave maker?" Makoto repeated, already out in the water before something shadowed over her, making her look up to see a massive wave heading right towards her, "...ohohohohohoh yes!"

"So that's how they make a simulated ocean current…" Mai muttered, "Each time they slam into the water, they push it all across the world."

"Yep," Heatblast replied, "Apparently Azmuth was worried about that since that was the hardest thing to make, but they fixed that. It's why he made this lab: it watches over all the math and complicated stuff."

"Bacon…" Ragna groaned.

"Hmm? Ahh shoot!"

* * *

"It seems the traffic jam is ending," Hibiki noted.

"Ugh finally!" Kagura exclaimed as he shot up, "Step on it, Hibiki! To the beach for sun, fun, and most importantly...BIKINIS!"

"Yes, sir," Hibiki rolled his eyes, taking it off Autopilot and began to fly off only for lasers to start shooting at them.

"AW COME ON!" Kagura screamed.

"We're receiving instant messages," Hibiki noted, looking on the console, "...Oh. It seems they're mistaking us for Ben and Rook since we're driving Rook's truck."

"Oh for…!" Kagura facepalmed, "Tell them we're not them!"

"They don't believe me," Hibiki spoke, "You would not believe how stubborn Ben's enemies and haters can be."

"BEN!" Kagura screamed.

* * *

"Ah-choo!" Ben sneezed.

"Aw come on, Ben…" Makoto sighed as the tower he was working on of the sand castle they were making collapsed from his sneeze.

"Sorry, Makoto," Ben apologized, "Guess someone's talking about me."

"Maybe...Still, we need to hurry and fix this!" Makoto exclaimed, "You see what Tsubaki and Jin are making?!"

"Huh? What a-" Ben began as he turned...see the two working on a large sand statue of an angelic guardian, "Holy…!"

"Tsubaki always got me to make snow structures with her when we were younger," Jin stated.

"That's some weirdly useful backstory!" Ben complained.

"Uh...Ben?" Makoto spoke.

"Now wh…" Ben began as he turned...and saw Mai and Kajun working on a sand sculpture of a monarch butterfly on a tiger's head, "..."

"I forgot aside from Tsubaki and Jin...Mai and Kajun were one of the top students in art class…" Makoto muttered.

"Ya gotta be kidding me…" Ben muttered.

"Like this, Noel?" Robotboy asked as he put a bucket on the ground upside down and pulled it up, revealing the sand inside shaped like the inside of the bucket.

"Exactly," Noel replied with a smile.

"At least Roboboy's is normal," Ben sighed.

"True," Makoto nodded, "Wonder how Jenny and Ragna are doing?"

"Okay, easy now," Ragna muttered, he and Jenny in the center of a one-story house-sized sand castle, the dichromatic white-haired man carefully using a toothpick to make detailing on a tower.

"Haven't made a sand castle before," Jenny noted, "Though I'm glad the times I made little things from metal shavings were useful here."

"Eh. Repairing vehicles and fixing houses in Undertown were simple enough for me," Ragna shrugged, "This is just second nature at this point…"

"I guess we are the less artistic ones of the group…" Ben muttered.

"Seems like it," Makoto shrugged.

"...Eh, it's all just a game," Ben shrugged, "Plus, I'm just enjoying doing this with you."

"Aw~" Makoto cooed before pecking his cheek with a kiss, "Thanks, Ben. I'm loving this, too."

"...There it is," Ben smiled, making her blink a bit, "There's that sun-filled smile I love so much. The one I hope never goes away."

"Aww, hun~" Makoto cooed as she hugged him, her tail swaying a bit as she nuzzled her cheek against his.

"Heheh," Ben chuckled before both paused on hearing pencil scribbling on paper, "...Noel…"

"...Mmm...I can't help it…" Noel pouted, holding her book and a pencil, "You two are just so cute together…"

"While that's true...you better not show that to anyone, you hear me…" Makoto pouted, "However...if you ever base a novel off us and sell it for mad cash...we expect 20 percent."

"25."

"...Noellie, when you barter, you go down, not up…" Makoto sighed.

"Does this happen often?" Ben asked.

"I'll be honest... First time we went to a flea market in the academy? I had to pull Noel away from their one place when she ended up raising the price to twenty thousand Platinum Dollars when it was just ten originally," Makoto replied.

"Noel, you are an adorable goof, you know that?" Ben chuckled.

"Mmm," Noel puffed her cheeks at that, a light blush appearing on them.

"Seriously, though, if you do turn our story into a novel...give us something will ya…?" Makoto sighed.

"Hai," Noel nodded as Robotboy put a tiny red flag on his bucket-made sand castle with a happy smile.

"Good."

"Hmm?" Rook blinked, a beeping sound going off from his badge as he picked it up, "...That is odd. There is an attack on the Proto-TRUK….Magister, w-"

"No!" Ben and Makoto snapped, making him flinch as he dropped it.

"No emergencies! No danger!" Makoto snapped.

"No work! No villains!" Ben added.

"JUST! RELAXATION!" the two snapped.

"...Damn," Jin blinked a bit, "They really _did_ need this vacation…"

"Sit down!" both snapped as Jin sat down without a complaint.

"I don't know why...but I can't defy them…" Jin whispered to Tsubaki, "Help…"

"They're scaring me as well," Tsubaki quietly admitted.

* * *

"Razza-frazzin' no good space hillbilly hicks…" Kagura growled, tapping a foot impatiently as he and Hibiki were in a space station while the Proto-TRUK was being repaired...with the Vreedle Brothers tied up and bound while being hung upside down near them, "What do you have to say for yourselves, huh? I am missing primo bikini babes for your shenanigans!"

"Uh...sorry?"

"Damn right you are!" Kagura snapped, "Now once our ship is repaired, you two stay away or so help me..I will show you why they call me the 'Black Knight'."

"But the Night is already black…"

"How are you alive?"

"Respawn tank." they both replied honestly.

"...Why does that explain so much?"

"They're Vreedles, my lord...There's no explaining them," Hibiki sighed.

"Alright...what can we do…'cause I know if we bring them with us...Makoto will punch me and them into the nearest sun…" Kagura groaned, "So...where can we take them in a quick detour?"

"I've already called the nearest Plumbers HQ to pick them up," Hibiki informed.

"Good...less distractions the better," Kagura nodded, "And I will not be denied maximum bikini boobage!"

"I'm starting to wonder if those peppers had some affect on your mind…" Hibiki muttered.

"Any idea what he's talkin' 'bout, Octagon?" Rhomboid asked.

"Well, 'Boid, these here's what you might call a Terran male's desires on overdrive," Octagon noted before the flat side of Kagura's blade smashed into their faces.

"QUIET!"

"Ow…"

* * *

"Alright, all that's left is the scavenger hunt," Max noted as he stood beside a board, "And since Ben and Makoto suggested it, each pair will have one arm tied to the other." he held up a bundle of different colored ribbons to prove the he did have a way to tie them together, "I'll be tying them on in a unique way that I'll know if you tampered with it since taking it off means you're disqualified."

"Got it," Ben nodded.

"Now while you were all building sandcastles and sand sculptures, even though it was a sand _castle_ competition…" Max noted as a few of them slumped on that while Robotboy smiled, a blue ribbon on his chest, "...Rook and I went out and hid the things you'll be hunting for."

"And I bet you hid them super well," Ben smiled.

"Yep. First team to bring me everything on their list wins," Max informed, "Form your teams and come up here. I'll tie the ribbon and give you the list of things you're searching for."

"You know who I'm with," Makoto spoke, hugging Ben's arm.

"Tsubaki is with me," Jin spoke before shooting a challenging stare at Ben and Ragna, "And we will win…"

"Eh…" the Couple gave Jin a teasing grin, "So fast to pick her…"

"Because it's the logical choice," Jin argued, "Stop giving me that stupid look!"

"Face it, Jin...you can't escape their pace…" Ragna sighed.

"Ready for this, Robotboy?" Noel asked.

"Yes! Very excited!" Robotboy beamed.

"Hopefully, things go well for us, Mai," Kajun noted.

"Right," Mai nodded.

"Up for winning, Jenny?" Ragna asked.

"You bet!" the robot girl beamed.

"Ready everyone?" Max asked, getting nods, "Let's get started."

"You start the moment Magister has tied the ribbon on and I give you the list," Rook informed, "Please line up."

"Go ahead," Makoto smiled to Jin and Tsubaki, letting them go first.

"Let's just get this over with," Jin muttered.

* * *

"Seriously, that is some neat stuff," Ben noted as he walked beside Makoto, wearing an acorn yellow and brown sundress while their wrists sported a green and yellow ribbon.

"Yep. I am giving major props to Kajun about this upgrade to the original Golden Angel," Makoto grinned.

"Seriously, her parents must be really proud of her," Ben added.

"Yeah. I….huh," Makoto blinked for a moment, "Come to think of it...none of us ever really met Kajun's parents before. In fact, she's never mentioned a word 'bout them, either."

"Really?" Ben blinked, "That's a little weird...I mean you girls have been friends for a long time...weird she never mentioned them before. Think it's something personal?"

"Maybe," Makoto muttered, "I hope it's nothing too serious…"

"Maybe we can talk to her about it," Ben offered, "And if she's not ready, then we wait."

"Yep," Makoto agreed before looking up at a tree, "Oh! Found something!"

"Huh?" Ben looked up at the tree, managing to see a metallic green thing in one of the larger leaves, "Wow. I can barely see it."

"Hehehe...Then it's a good thing you have me then." Makoto smirked.

"Yes, yes I am. Now...how do we get it down? Toss pebbles at it?" Ben asked.

"Better idea," Makoto grinned before moving Ben's arm to his back to let her hand grab his waist before she jumped up to the top of the tree, "Your arm good?"

"A bit stinging from how it's bending, but yeah," Ben replied.

"Good," Makoto nodded, grabbing the item that was in it, revealing it to be a metallic green badge resembling a star, before jumping and landed back on the ground, "That's one item off the list."

"Nine to go," Ben nodded as he held up the list.

"Onwards!" Makoto cheered, swinging her arm up.

"WHOA!" Ben yelped as he went up with the arm before Makoto's tail caught him, "..."

"Eheheheh...Oopsie?"

* * *

"Three down," Tsubaki noted, looking at a silver badge resembling a lightning bolt, a plastic hibiscus, and a plastic diamond the size of her fist in her sarong that she had made into a makeshift bag, "Seven to go."

"A bit of a hassle," Jin noted, "Each one needed us to work together on lifting a rock, climbing a tree, and even acting as a catching device with our feet while the other holds up the other."

"That is the point of this scavenger hunt, Jin. To promote teamwork," Tsubaki pointed out.

"True. But what surprises me is how fast they managed to get all this together," Jin admitted, "Ten items for each team should have taken longer than the hour we had for that sand contest."

"That was an hour?" Tsubaki blinked.

"Yes. I was keeping track of the time," Jin answered

"I guess this is just among the many mysteries of Max Tennyson…" Tsubaki spoke, "Along with how he can be such a great leader, and at the same time...the nicest man. He treats us like his own family but still acts as our leader when it counts. I mean...even you can't say you hate him."

"Don't tell anyone…" Jin grumbled, "But I get what you mean...the man is truly honorable...we could've used someone like him in the war…"

"Max would have slapped sense into everyone if he was…" Tsubaki laughed, "Then give half his platoon a fear of cooking."

"I suppose even amazing people...aren't perfect," Jin smirked.

"Oh. You smiled..."

"Hmm?"

"For the first time since we first saw you here in this time...you actually smiled."

"It wasn't a smile…" Jin denied, turning away.

"Oh it was."

"It wasn't…"

* * *

"Mmm...I feel as if I'm missing on some development of romance," Noel muttered, carrying Robotboy as they looked around.

"Look." Robotboy pointed up at a tree.

"Hm?" Noel looked up to see a metallic brown object taped to the trunk near the very top, "Oh! Good eye, Robotboy."

"I get," Robotbot spoke.

"Oh! H-hai," Noel nodded, holding onto Robotboy as he floated up to the object and took it off with his free hand, revealing a bronze coin with a star in it, "Oh! That's on the list!"

"Yatta!" Robotboy beamed as he floated back down before looking up at her with a tilted head, "Why write in book when others get mad for it?"

"Hmm?"

"When you write in book, Ben and Makoto get upset. Why they get mad?"

"Eh? Well…" Noel pondered how to explain it, "Let's just say I want to try and write something on them...but they see it as an invasion of their privacy."

"You ask?" Robotboy asked.

"Well...not really, but..there are times when you feel the urge to write-especially if prime material is before you-is so strong, you can't control yourself."

"So Noel do bad thing?" Robotboy asked with a frown.

"Uhm...I mean...I don't...it's…"

"Mmm…Noel do bad. We finish and Noel apologize."

"Hai," Noel slumped.

* * *

"Got it!" Jenny beamed as she retracted her extended arm from the top of a tree, revealing her hand now had a gold star.

"Not bad," Ragna noted, "Pretty nice trick with the extendable limbs, too. And glad they're not aimed at me like this one brat and this doll of his that he kept calling 'sis.'"

"You...really had a hard life before coming here, didn't you?" Jenny asked.

"Well see...I had my arm cut off by my brother Jin, the nun we saw as a mother died, the church we lived in was burned down, my little sister-who was sick-was kidnapped, I was decreed as the most wanted man in my world when I was old enough, could barely trust anyone except those close to me, I had nearly everyone come after me and my Azure Grimoire, and many other things I could list off...but we'd be here all day," Ragna answered.

"Jumpin' jiminy…" Jenny gawked.

"Yeah...pardon the language, but the future me and the others are from is...er...was pretty fucked up," Ragna stated, "But that's in the past...future...er...whatever! It was in the past of the future!"

"R-right..sorry," Jenny muttered.

"Bah, it's fine," Ragna waved off, "Let's just find the next item on the list."

"Right...hmm...well seeing how you and Jin interact reminds me and my sisters."

"...Sisters? As in plural?"

"Yep! XJ-1 through XJ-8. They're all currently in stasis in mom's lab in the Plumbers Mt. Rushmore base," Jenny replied, "Mom would only let them be activated when I can't be there to fight or if _I_ was the one that was attacking."

"Say what?" Ragna asked.

"Vexus had ways to infect me with a virus to control me and they had to be activated to stop me only to be shut down the moment it was confirmed I was fine," Jenny replied.

"Seriously?"

"Yeah. I'm thinking of asking if they can be brought online again on a permanent basis," Jenny noted, "Though I'm worried for the house if XJ-4 sees it on a day we don't clean it up."

"Why?"

"She's incredibly devoted to making sure everything is perfectly clean, even to the point of chiding others for messes they can't possibly help but create," Jenny noted.

"...Huh."

"And then there's XJ-2. She has this really powerful laser, even stronger than the ones I use. But...she gets hiccups easily and when she does, she can't stop shooting," Jenny noted, "XJ-3 is fragile and she tends to fall apart...literally. XJ-1 is a literal baby and never strays too far from XJ-4. XJ-5 talks like Makoto after she drinks a Monster energy drink. XJ-6 gets jealous easily. XJ-7 gets sad easily, but if you square dance with her then she gets really happy. And hoo boy...XJ-8. She's strong and I mean _strong_. She's so strong that Mom made me _weaker_."

"Seriously? Why?"

"Because she had made XJ-8 so strong that there was no space left in her for a complex teenage personality, such as sensitivity or sense of humor," Jenny replied, "Seriously, she mistook a kid hitting a pinata as an act of violence on an animal."

"Yikes…" Ragna cringed at that, "Sounds like Rath...only less angry and more serious."

"Exactly," Jenny agreed.

* * *

"Kinda feels like when we were on the run," Mai noted as she and Kajun walked along a path, "Only tied up together and not running from the NOL."

"Yes," Kajun agreed, "I must say that Azmuth is quite the genius. He was able to recreate an entire planet for an entire race."

"Indeed," Mai nodded in agreement "Though..it makes you wonder what he could do with one of the Nox Nyctoris."

"I'd rather not," Kajun admitted, "In all honesty, if he knew how they're made...I have the feeling he would be beyond livid."

"...Yeah, that is true," Mai muttered before shuddering, "It's insane." she paused when Kajun held up the emerald heart that they had found in the palm tree, "Uh…"

"Lick it and we may have a clue to where the others are."

"What?! No!"

"It's just one lick."

"I don't wanna lick something held by Rook or Max! Plus...isn't that technically cheating?!"

"Lick the stone."

"No!"

* * *

"How much longer is it gonna take to fix the truck?!" Kagura whined.

"Just a little bit longer," Hibiki answered.

"Ugh...Damn you, gods of this time…" Kagura cursed, "You're interfering with the greatest sight of all: girls in bikinis! Ugh...I need a drink."

"No drinks. You promised Ms. Nanaya, remember?"

"D'oh...shoot!" Kagura snapped, "What am I supposed to do then?!".

"I have the next few volumes of _A Series of Unfortunate Events_ with me," Hibiki offered.

"...Ugh. Fine...book me."

* * *

"I see two teams approaching, Magister," Rook noted, looking out with a pair of binoculars.

"Oh? Who are they, Rook?"

"It appears to be Ben and Makoto and Tsubaki and Jin," Rook replied.

"Oh? A tie perhapes?"

"It might be," Rook replied.

"Huh...so you guys finished too, huh?" Makoto asked, noticing the makeshift bag full of items Tsubaki was carrying, "Neat."

"Where are all of your pieces?" Jin asked.

"In Makoto's tail," Ben replied as Makoto proved it by digging into her tail with her free hand and pulling out an emerald coin with a moon on it.

"Ahh...clever," Tsubaki noted.

"Could say my tail is like a swiss-army knife with how handy it can be," Makoto giggled.

"You rely on that thing too much," Jin deadpanned.

"Hey! I do not," Makoto pouted.

"You kinda do," Ben admitted.

"Ben~" Makoto whined.

"Makoto, you keep baggies with PB and J in there," Ben replied.

"Hey. Gotta be ready in case we get stranded or something," Makoto huffed, "Or if I'm on a stakeout mission and have to be undercover."

"The extra change of clothes in a ziplock bag?"

"Gotta be ready to change outfits on a moment's notice."

"..." Ben whispered into her ear.

"...Okay, I'll admit that's going a bit too far, but I refuse to agree on the fact that I don't wanna agree," Makoto noted, her cheeks a bit pink.

"I don't think I want to know," Jin deadpanned.

"Probably for the best," Tsubaki whispered.

"Can you give me your lists and the items you collected so we may count?" Rook asked.

"Hai/Of course, sir," Makoto and Tsubaki nodded, the former reaching into her tail to pull out a few things while Tsubaki presented her makeshift bag.

"Thank you," Rook thanked as he and Max began to go over the lists.

"Hmm...everything seems to be in order…" Max noted.

"Same here," Rook agreed.

"Alright," Max nodded before turning to the two teams, "Congrats! It's a tie!"

"Wait...we both won?" Makoto blinked.

"That is correct," Rook nodded, "You both arrived at the same time and have all the items on your lists."

"Well...looks like we're still tied up..Jinny," Ben smirked.

"Grr…" Jin growled in annoyance, "...rematch."

"Jin…"

"I refuse to remain tied with Tennyson."

"Well, we do have one last event," Max noted.

"What is it?" Jin asked.

"A luau," Rook informed.

"A luau?" Tsubaki repeated.

"...You mean..like the type with limbo?" Makoto added.

"Yep. All the good stuff," Max replied.

"...Sure. I'm good with that," Makoto shrugged.

"Hmph. This will be settled later then," Jin noted.

* * *

"Hibiki Kohaku? Hibiki Kohaku?" a Kinneceleran asked, zipping about before Hibiki held his hand up.

"I'm Hibiki Kohaku."

"Great! Your ship's repairs have been completed," the speed-based alien informed, handing over the keys and zipping off, "Thank you and have a nice day."

"Of course," Hibiki nodded, "Lord Kagura…"

"We ready?" Kagura asked, instantly looking up fom the current book he was reading.

"Yes."

"FINALLY!" Kagura exclaimed before zooming into the Proto-TRUK, "TO BEACH! NOW!"

* * *

"Rook, what are you doing?" Ragna asked as Rook was tying some soaked cloth onto two ends of a pole.

"Something I have been studying since learning of this trip," Rook replied, "Apparently, you soak cloth in oil and then ignite it. Then, you spin it around yourself in various ways."

"...huh. That's...odd and dangerous," Ragna noted, "Got another?"

"Right here," Rook replied, holding up another stick and some cloth for him to soak.

"Thanks."

"Oh, this is gonna be epic or hilarious," Makoto noted nearby as she and Tsubaki were setting up two wooden poles with extensions on one side while a third metal pole was beside them.

"Jenny has a fire extinguisher in her body on standby," Tsubaki noted.

"And Robotboy's got the ice ready," Jenny added, said young robot holding up a large bucket full of ice.

"What this?" Robotboy asked, looking at what they were setting up.

"It's called Limbo," Makoto explained, "You gotta go under the stick and if you hit the stick, you lose. When everyone has a turn, the stick will go down a notch and we do it again until there's only one left."

"Oh~"

"Hmph. Seems simple enough," Jin noted.

"No aliens, Ben," Max informed.

"What? Oh please, like I…"

"Hawaii when you were eleven," Max replied, making Ben pause.

"...Alright, fair."

"Heh...good thing I do some morning stretches," Makoto grinned, stretching a little.

"Yes, but you and Mai might have a disadvantage to this," Kajun pointed out.

"Eh?"

"Well, two for Mai and three for you," Kajun noted, tapping Makoto's tail on saying 'three.'

"Oh...shoot, you're right," Makoto muttered, her ears drooping.

"You could always keep your tail low to the ground, or wrap it around your waist," Ben offered.

"...Huh. That sounds…" Makoto began.

"But you'd still have two disadvantages, Makoto," Kajun stated.

"...Don't contradict my boyfriend like that, Kajun," Makoto deadpanned.

"Huh? Why Makoto have two problems? Robotboy only see tail," Robotboy noted innocently.

"...We'll tell you when Professor Moshimo decides to upgrade you to Robot_teen_," Makoto replied, making Robotboy pout.

"Okay...everything should be set," Rook spoke, "Now we just light these with the lighter."

"Shouldn't be too hard," Ragna shrugged, "Anyone got a light?"

"Yep," Jenny replied as she held up a thumber and the top opened, revealing a lighter.

"Light it up!" Ragna grinned.

"Alright," Jenny replied as she moved her lighter under the one of Ragna's soaked cloths, causing them to quickly ignite, "Use it to ignite the other cloths. I'll be on standby to put them out."

"Gotcha," Ragna replied as he put the flaming end to Rook's staff, causing the end he was touching to ignite before quickly spinning it and pressing both ends to Rook's staff's ends, causing the unlit parts to light up, "Alright! Let's get to it, Rook."

"Got it," Rook nodded as he hefted his lit staff up before starting to spin it, "Oh! Not bad."

"Neat."

"Okay. We are ready to limbo," Makoto smirked as she and Tsubaki stepped back, "Who's up first?"

"I'll take a turn," Max smiled, "Sides, I doubt I'll last long anyway!" he laughed, patting his stomach.

"True," Ben noted as Jenny deployed a music player on her chest and steel drums began to play from it.

"Pay close attention to him, Robotboy," Mai noted, "It'll help you understand what to do."

"Mmm," Robotboy nodded as he watched as Max bent backwards to go under the pole before grunting as he got up.

"Phew. I think I'll be out in the next round," Max noted with a chuckle, "Who's next?"

"I'll try," Noel spoke, raising her hand up.

"Alright, Noel!" Makoto cheered.

* * *

"..." Kagura's eye twitched.

"..." Hibiki facepalmed.

"WHY?! WHY IS THERE SO MUCH DANG TRAFFIC?!" Kagura snapped, the Proto-TRUK in the middle of a 'highway' of other ships.

"I can't explain this...Are you sure you didn't upset some kind of deity before we left?"

"I don't know!" Kagura snapped, "...I swear to god if it's those Vreedles again…!"

"..." Hibiki checked the computer, "Kinda…"

"What do you mean 'Kinda?'" Kagura asked slowly.

"You didn't think it was just the two, did you?" Hibiki asked, "They are a large...very dangerous...and very…" he paused, seeing an explosion, "..._Very_ stupid family."

"...They have relatives, don't they?" Kagura groaned.

"Yes," Hibiki confirmed, "The majority of them being clones."

"So, wait...this whole family...survives by cloning themselves each time they die?!" Kagura snapped.

"Everyone but the mother...who is the only one considered a threat. In a galactic sensus, many residents of the universe claim they are more scared of Ma Vreedle then Vilgax...However that might be mute; as is to say that the company that did the test was destroyed by Vilgax later…"

"What the heck is with space? It's filled with monsters and criminals that are just the epitome of scary…" Kagura shuddered, "...Ugh...That's it! We're kicking everyone's asses! And when we're done, we are getting to that beach and seeing! THOSE! BIKINI!"

'_Master Kagura...When you have a single focus...you get scary, too,'_ Hibiki thought with a sweatdrop.

* * *

"Mmm…" Makoto pouted, sitting beside a resigned Mai.

"I told you two that you'd be taken out by your two obvious weaknesses," Kajun noted.

"Shaddup…" Makoto grumbled as she looked over at the limbo where it was just Jin and Ben left, "Come on, Ben! You can win!"

"I will finally break this tie, Tennyson," Jin glared.

"Even if you do...I'll just wait 'till next time, Jinny." Ben grunted as he was slowly inching his way forward under the pole.

'_...No...I'm better than that,' _Jin thought, very tempted to summon Yukianesa and have Ben 'accidently' trip.

"You weren't thinking of cheating, right?" Makoto asked with a dark aura around her contradicting her sweet smile.

"...No," Jin replied after a moment's hesitation.

"Yeah...I thought so," Makoto smiled, walking away.

'_What was that?! Since when was she so intimidating…?! I was actually shocked for a moment!'_ Jin mentally ranted.

"And go!" Jenny declared, playing the steel drum music once more.

"What...my turn already?" Jin shook his head, _'I got so distracted by her that I didn't even see Tennyson play…'_

He turned to the limbo stick, set on the second-lowest rung. Slowly, he lowered his body down to the ground while moving towards it. As he was going under it, he sucked in his stomach to help make himself thinner to go under.

"Is he...Is he gonna do it?" Noel asked.

'_I can win…' _Jin thought, his neck now underneath the limbo stick, _'I can beat Tennyson...then..I can beat Nii-san...no..nii-san's...if only I can be back on that island….brother island...nii-san…' _

"Why do I suddenly feel uncomfortable?" Ragna muttered.

"NII-SANGASHIMA~!" Jin shouted as he shot up, causing the limbo stick to be sent flying, "..."

Max whistle, "Stick has been knocked off!"

"Wha…?" Jin began before the stick fell down and bonked him on the head, "Ah…" he groaned falling over.

"I don't think I wanna count this one…" Ben admitted, "Also, did he shout Brother Island?"

"...That explains the creepy feeling then…" Ragna muttered, eye twitching as he stomped over to Jin.

"...Ahh….I lost to Tennyson aga-" Jin began before he was suddenly german suplexed into the sand, "FUGAW!"

"J-Jin!" Tsubaki gawked.

"This is an argument between brothers! Heal your love interest's ego after I'm done with my job as a big brother!" Ragna snapped.

"I've never been more glad to be an only sibling…" Ben muttered, "Babe, anything to say as a big sister?"

"Sometimes, the dumb little brother or sister deserves it," Makoto simply replied.

"...Eh. Fair enough," Ben shrugged.

"That was oddly intense..." Max sighed, "Still it was fun. Too bad Jin folded under the pressure at the end."

"More like he snapped..." Makoto muttered.

"Maybe we should leave Jin for a few more days so he can have some...Jin Time," Ben offered.

"Probably a good idea," Makoto agreed.

"..." Tsubaki frowned at the two before looking over at a basket of ice with soda in it and grabbed one and shook it before walking over to Makoto, "Soda?"

"Oh, sure!" Makoto beamed, taking it and opening it...only to be blasted with the spray along with Ben, "Eek!"

"Gah!" Ben yelped.

"Tsubaki?!" the two exclaimed as the redhead giggle.

"Couldn't resist," Tsubaki replied before blinking twice, "Makoto...your swimsuit's bubbling."

"Oh no," Makoto squeaked as her eyes widened.

"Hmm...I'll need to add carbonated drinks to Golden Angel V3," Kajun noted.

"Good to know, but can someone get me some clothes before my 'swimsuit' melts off my body?!" Makoto exclaimed while steam started to come off her bubbling swimsuit.

"Ah...uh…" Ben muttered before slapping the Omnitrix as he turned into XLR8 and dashed off before coming back with an oversized hoodie and towel, "Your fault this time!" XLR8 pointed at Tsubaki.

"I...realized that," Tsubaki sighed before Makoto took the hoodie and towel, quickly putting them on just as her swimsuit dissolved into slime.

"You realize I didn't pack an actual swimsuit, right…?" Makoto muttered, "And I know you girls don't have anything in my size...except maybe Mai."

"I'll check my bag…" Mai sighed.

"Thanks…"

"Uh...maybe after the chaos is done with, we can set up some fireworks?" Jenny offered.

"Good thinking," Max agreed, his back to them all as he looked at the ocean.

* * *

"Honestly, I told you to bring a spare just in case," Kajun noted as Makoto fussed with the blue one piece swimsuit with a diamond cutout on the stomach.

"I forgot, okay?" Makoto muttered.

"You think we got enough?" Ragna asked, looking at the several dozen fireworks of various shapes and sizes laid out and connected to one another.

"Don't worry. Ben's got plenty of practice at this one, too," Max assured.

"Mmm…" Jin muttered, the muzzle back on his mouth once more.

"Yeah. You gotta have just to right balance to them all," Ben noted while holding a small box with a red button on it.

"Everything is connected. The moment you press the button, they will launch," Rook informed.

"Thanks," Ben nodded...before giving it to Jin.

"Mmm?"

"Eh, think of it as you getting to launch a volley of explosives at the moon," Ben joked.

"?!" Jin tensed at that...before immediately taking the box and jammed on the button, "MMMMMMMMMM!"

"And you did that why?" Ragna asked.

"Eh, thought he'd like to end the day on a high note," Ben shrugged.

"...Fair, I guess," Ragna shrugged

"MMMM MMM MMMM!"

"What he say?" Robotboy asked.

"I think he said 'DIE DEMON ORB OF SPACE!' or something," Jenny replied.

"Oh. ...There is bad ball in space?" Robotboy asked.

"No, I think he just hates the moon."

"Oh. ...Why hate moon?"

"I don't think it's a good idea to ask him right now," Jenny advised, earning a nod from Robotboy after a moment of thought.

***BOOM!***

"Oh~!" Noel awed as the fireworks went off, brightening the night sky.

"Quite colorful," Kajun noted.

"A perfect way to end a trip to the beach," Mai added with a smile.

"And just what was needed to unwind from all the crazy stuff back home," Ben added, sitting down beside Makoto while her tail wrapped around the two of them.

"Yup," Makoto agreed, resting her head on his shoulder, "A ton of fun these last two days. Gonna suck going back to work, but eh, that's life."

"Yeah...but life is a little easier with amazing friends and family," Ben added, "Even if Jin can be kind of a tool."

"Mmmm…"

"Sorry sorry…" Ben laughed, "I'll cover your shift for the week if it'll get you off my back, okay."

"...Mmm," Jin nodded a bit.

"Honestly, I needed this," Ragna sighex, crossing his arms as he looked up, "After dealing with Pencil Neck and his goons, punks trying to make a name for themselves, and Argit...being Argit, I needed something relaxing."

"A lot of different things happened this past year," Tsubaki spoke, sitting next to Jin, "New friends and allies, many discoveries...uniting against an invading force..."

"Harangue getting fired," Ben chimed in.

"Highlight of the year for sure," Makoto agreed.

"Going from most wanted criminal on Earth to being a sheriff for a town of aliens is something I never expected myself…" Ragna muttered.

"Being asleep for so long and being awoken here in the future was something I never expected myself," Jenny added, "Even if all my friends and family are gone..at least I know they had a good life. Plus…" she turned to Robotboy as she patted him on the head, "It's good to know someone is carrying my mother's legacy."

"It's not perfect...we still have battles here and there…" Noel began, "But...compared to our old world, it all feels so much nicer. Now we just have to hope our families ended up here, then it really could be as close to perfect as could be."

"And that's another hurdle I'll need to go through…" Ben muttered, "Meeting my possible in-laws."

"Don't worry, Ben-kun. My parents will like you," Makoto assured, giving him a peck on the cheek.

"I hope so," Ben chuckled sheepishly.

"Dude, you're the world's literal Super Hero…" Ragna muttered, "If her folks are half as eccentric...chances are they'd want you as a son-in-law even if you weren't dating."

"..." Ben, Rook, and Max all slowly turned their heads to Makoto, who was trying to not look at anyone.

"Well good thing you'll meet them after forming a strong and powerful relationship," Noel muttered, "So I'm sure Makoto would have to be the nervous one...since her mom might tell all sorts of embarrassing stories from when she was little."

"..." Makoto began to mentally sweat nervously at that.

"I'm sure it won't be bad," Ben assured.

"I'm certain her folks will love you, Ben...but chances are their over-eagerness will just embarrass Makoto," Mai giggled.

"B-Ben-kun...promise me...when we find my parents...you won't meet them 'till _after_ I set down ground rules with them…" Makoto muttered slowly, "Okay?"

"Hey come on. You met my folks, both your first day and again to tell them we were dating...It won't be so bad," Ben spoke up to try and calm her down with some optimism.

"Please just promise me!" Makoto pleaded, shaking him by his shoulders.

"If I-I promise...will you stop giving me brain damage?" Ben muttered between shakes.

"Yes!" she then blinked, "Sorry!" she stopped, while lifting her arms up.

"S'alright…" he groaned, falling over and letting his head fall on her lap, "I...promise...you...meet folks first...then me…sleepy brain damage time…love you, babe..."

"...Love ya too, hun," Makoto whispered, smiling a bit as she looked down at him.

"Aw...you're at the 'I love you' phase." Noel smiled.

"Noel...I'll give you a ten minute headstart for ruining my moment…" Makoto replied.

"Eep!" Noel yelped as she ran out of there.

"Not gonna follow?" Jenny asked Robotboy.

"No. Noel do bad. Need say sorry to Makoto and Ben later," Robotboy replied.

"Ahh…"

* * *

"Okay...We went through Vreedles...space traffic...space cows...a literal meteor shower...and somehow a high speed chase…" Kagura muttered, his clothes disheveled and burnt while his hair was a bit of a mess, "Please tell me we're there, Hibiki…"

"We are," Hibiki replied as the Proto-TRUK landed.

"YES!" Kagura cheered as he jumped out, "HELLO, BI…" he paused and blinked a few times, "..." he looked around, seeing no one at the abode, "...Where is everyone?"

"They were only staying for two days," Hibiki informed, "I attempted to tell you several times, but you kept interrupting with shouting something or running off."

"...So...we….missed all the fun? We missed the beach food? ...We missed the girls-especially Makoto, Noel, and Jenny-in bikinis?!"

"Jenny?" Hibiki repeated as Kagura fell to his knees, "...Ah. ID Mask, most likely."

"That bracelet Kajun made actually…" Kagura corrected as his hands hit the sand, "I...I missed it...I...I went through all that...just to miss it…" he whispered, feeling as if his body became stone as a lone light shone down on him, "And I stayed sober for this long, too…it's not fair..."

"...Why don't we just head home? You can head to the beach or the local pool in Bellwood."

"It's not the same~!" Kagura complained as he began to hit the sandy ground with a fist, "Damn you, Vreedles! Damn you all to hell!"

'_...Kajun can keep her bribe. This was more than worth it,'_ Hibiki thought in amusement while keeping his neutral expression while watching Kagura break down.

* * *

_GT: Well, that was quite nice._

_SZ: Indeed. A nice beach chapter it was...can't say the same for Kagura though._

_GT: Eh. It was hilarious, especially since it seems Hibiki and Kajun were in cahoots on delaying him._

_SZ: True...anyways, we hope you all enjoyed this chapter, and next month...well it's the first anniversary for this story...man we've come a long way._

_GT: Indeed. And with the anniversary comes a new arc._

_Z0: We'll just get more and more wild folks. They can't stop me anyway, nothing can stop me. _

_SZ: We hope you all enjoyed this, so please...read and review._

_GT: 'Till next time, folks!_


	41. Temporal Anniversary

_SZ: Wow..its been one year since we came up with this story._

_Z0: We've gotten...actually like really far...I mean counting the extra chapters...we aren't far from the 50s of chapters...and in another year probably the 100s. _

_SZL Aye..and look at all the reviews we got since then! Over 500!_

_Z0: Maybe by next year it'll be over…*puts on DBZ scouter* OVER 9000!_

_SZ:...*whacks Z0 with a newspaper*No...no old and overused Memes…_

_Z0: *slowly turns to SZ* you realize what you've done, hai? *A figure begins forming behind me* _

_SZ:...oh geez...We own nothing aside from original content!*runs off*_

_Z0: Your within my Range! Toki wo tomare!_

* * *

Tsubaki sighed as she woke up early as usual. She found something off about the house, though. The doors to Makoto and Ben's rooms were left open. Were they already awake? This early? That didn't make sense. So...what were they up to?

"You're sure you got everything?" Ben asked.

"I think so," Makoto replied.

"Good, 'cause the last thing I need is something messing up today."

"Okay, Mister Expert Strategist. So what _is _your great plan for our all day date?" Makoto teased.

"Well it wouldn't be a secret if I told you everything, now would it?" Ben laughed.

"Ooh...sneaky."

"All day date?" Tsubaki asked, making the two jump.

"Oh, it's just Tsubaki…" they sighed upon seeing her, "Morning!"

"Explanation?" Tsubaki asked simply.

"Well today's our half a year anniversary." Makoto explained, "What...we think the fact time hasn't messed with us makes this special." she pouted.

"Look, we plan to spend all day together." Ben explained, "And we figured maybe we'd have a better chance of nothing going wrong…"

"If none of you knew where we planned to go." Makoto added, "Well save for you, cause you're most reliable friend in this."

"Don't you two ever stop looking for ways to spend time alone?" Tsubaki sighed.

"Mmm...nope," they both shook their heads.

"Aren't you at all worried you're moving too fast?" Tsubaki asked.

"We still sleep in separate rooms…" Makoto argued, "Sides, you worry too much. We're just doing what feels right for us. You'll understand when you're more mature."

"Wha...but you and…" Tsubaki sputtered at that.

"Thanks for the concern, Tsubaki...but I think after all we've been through...both in terms of relationships and life...we've learned how to handle this our way," Ben smiled, "It means a lot you care, but trust us...we're not doing anything stupid."

"Oh fine...at least on this you two act mature..." she sighed.

"Hey...wait...maybe...no yeah...hey!" they both spoke in unison.

"What? It's true," Tsubaki grinned a bit as she walked off, "Just make sure you two have a good day...and don't worry. I'll make sure everything is under control."

"Thanks!" Makoto smiled, "We promise, you're not gonna get called Aunt Tsubaki for a LONG while!" she joked.

"Had to get one in, didn't ya?" Ben laughed.

"Always!" Makoto cheered, "Now come on! Let's get ready for today, Ben-kun!"

"Hmm…" Tsubaki gave a small smile at that, leaving the two to handle their plans for today, _'I'm just glad she's able to find someone...I was afraid after that incident at the Academy, Makoto….n-nevermnd. The most important thing is she's happy...and what better person to make her happy then Ben?'_

* * *

"Eh...They are spending all day together?" Noel asked as she walked in for breakfast, "That's so romantic."

"Yes, but it's their business," Tsubaki lightly tapped Noel's head with a magazine, making her sheepishly giggle, "Plus, I promised them we can handle things for today so that they can spend it together."

"That seems fair," Noel smiled, "But I do wonder what they are doing? Maybe I'll ask when I see them later." she mused as she walked over to her room and took Robotboy off his charger, "Wakey-wakey."

"Good morning!" Robotboy smiled, growing to his active mode.

"We have a busy day ahead of us, Robotboy." Noel smiled, putting him down.

"Where Ben and Makoto?" he asked.

"Spending the day together. So it's up to us to stop all the bad guys today," Noel explained.

"Oh...got-it!"

"Sides, I'm sure today will be like any other day, Arch nemesis, world in danger, etcetera and etcetera." Noel smiled.

"And that's what worries me..." Tsubaki sighed.

* * *

Somewhere within Bellwood in the most out of the way darkest corner of town, a sphere of purple light formed. It grew and grew with bright energy before slowly stabilizing. As it did it began shrinking,as it did it exposed someone within the sphere. It was a male figure, tall with a broad muscular build. He was covered in a thick black long coat, with purple glowing lines and armored shoulders and back. His arms covered in black gauntlets with purple/magenta energy lines along the top and leading to his hands. His face was covered in a black helmet with a large screen over his face which was tinted black to hide his face. For a moment, the screen lit up with purple light, forming the image of a skull.

"Okay...I've seemed to have arrived in the right timeline," the figure muttered standing up, he looked around, "Good...they haven't followed yet. Now I just need to find them here in this time." he walked off, "Now, where are you...Ben Tennyson…?"

* * *

"Hmm?" Kajun raised a brow, looking over at a small computer within her lab at Plumbers HQ, "That's odd…Blukic, Driba."

"Yes?"

"There's some sort of temporal disturbance around downtown Bellwood," she explained, moving over to the computer as she began to examine it.

"Temporal disturbance...well...not to jump to conclusions…"

"Yeah we do…" Blukic replied.

"No we don't…"

"Yeah we do…"

"Boys," Kajun snapped her fingers.

"Well we made the system to tell us if people from the future show up. So logic dictates it's possibly someone from your timeline," Driba finished the idea he was trying to share.

"Possibly, but this...this is recent," Kajun explained, typing away at the keyboard, "If it was someone from my timeline, there would've been some form of temporal residue on them. This one, however...seems to emanate much of it."

"Interesting." both Galvan muttered.

"Hmm...We may need to inform Magister Tennyson about this," Kajun muttered before pulling out her Badge, "Magister Tennyson, we have a temporal disturbance around downtown Bellwood."

=What are we talking about here, Kajun? A guest from your time, or something on a Paradox Level?=

"The latter," Kajun answered

=Hmm...We can assume it's probably something bad since Paradox will show up to us if he needs help, or vice versa...which means this could be something bad. I'll call the others in=

"Good. I'll stay here to keep you and them updated," Kajun nodded.

=Got it=

* * *

"Mmm…" Kagura muttered, dressed in a tropical shirt out on the front lawn of his and Hibiki's place.

"...And he's been like that since we got back from the beach?" Mai asked Hibiki.

"I think he's in a state of denial…"

"Damn Vreedles...murr…" Kagura grumbled.

"Oh my god…" Mai sighed before picking up her badge, "Max wants us all at HQ ASAP. Something to do with time travel…"

"Truck?" Hibiki asked.

"Rook!" Mai called out, walking back to her shared home.

"Lord Kagura, we have a mission."

"Murr…"

"...Noel and Jenny will be attending."

"IKUZE!" Kagura shouted as he shot up, already dressed in her normal attire as he rose his sword up into the air.

'_I really worry that you've gotten a lot more lazy in this timeline, Lord Kagura,' _Hibiki mentally sighed.

* * *

"So the temporal anomaly was detected here." Kajun began, showing a computer screen with a map of the city, "The energy emitting temporal residue if still traveling through town, but we lost it a while ago right next to this known Undertown entrance, meaning that whatever or whoever it is has hidden themselves down there."

"Soka," Tsubaki noted, holding her chin in thought as she looked it over, "Have you tried contacting Ragna?"

"Yes, but it seems something is dampening the signal in Undertown," Kajun answered.

"Great. We get a week off, and the first thing we do is time travel shenanigans," Kevin groaned a bit.

"It's not unexpected." Gwen sighed.

"True…" Kevin admitted, _'Least I'll be away from that little devil brat for a bit.'_

"Alright...since whatever this is seems to be mobile and secretive, you'll need to approach with caution." Max spoke, "Chances are they are an enemy, but we also aren't sure. But given our luck..."

"Yes...we'll probably have to fight," Tsubaki sighed, "We'll split into teams to get a better search of the area. The moment you find the source, contact the others immediately and we'll meet you there."

"I call…" Kagura began as he raised his hand up.

"I'll take Kagura and Hibiki with me," Jin spoke, making Kagura slump a bit.

"That works," Tsubaki nodded, "I'll take Gwen and Kevin with me. Noel, you, Robotboy, and Mai will be another team."

"Hai," Noel nodded.

"Be careful. We can't be sure what threats this poses." Max spoke, "I'll send in some teams to begin moving people out of the area if a fight breaks out. But try to contain first...this is time travel and we know how sensitive that can be with our crowd."

"Understood," Tsubaki nodded as they began moving out.

"Oh...and make sure you come back," Max spoke up, "All of you, ya hear?"

"Yes, Magister." Tsubaki bowed as she headed out.

* * *

"Damn…" the black clothed figure grunted, stumbling through Undertown, "Escaping them cost more energy than I expected…Regardless, I can't lose focus on my mission."

He kept walking before bumping into an alien.

"Hey!" the alien growled in anger, "You messed up my boots, pal!"

"..." the figure turned to him, "Begone…" he waved his hand...as the alien vanished from his line of sight, he then looked down to see an infant sitting on the ground, "Ugh...It's even more disgusting as a child…" he muttered as he walked past it.

Many aliens who saw this began to panic and run, clearing a path for the figure as he walked on forward.

"Oi! What's going on here?!" Ragna shouted as he walked in, just as the figure left the area. He then looked down at the alien baby, "What the heck!?"

"Some guy just came up and turned Fur-ank into a baby!" one alien exclaimed.

"What? How?!"

"We don't know! He just waved his hand and poof! He turned him into a baby!"

'_...Why do I feel time travel is somewhat involved in this?' _Ragna thought with a frown

"He went off that way!" one of them pointed.

"Someone take this baby somewhere!" Ragna shouted as he ran off.

"Got it!"

'_I swear Ben, if you're involved in this somehow, I'm gonna kick your ass all the way from here to the desert!' _Ragna mentally snapped as he turned a corner.

* * *

"Okay...the signal was last seen around here," Tsubaki whispered, looking around the area the figure had appeared with Gwen and Kevin, "You two see anything out of place?"

"You mean besides the abundance of babies and old people?" Kevin blinked.

"Babies and old-WHY!?" Tsubaki panicked seeing what he meant, "Oh...This is not normal even for here."

"Good bet...the time traveler went this way." Gwen muttered as they began walking down the road.

"CRAP!" Ragna cried as he was sent flying over their heads and into a random building.

"You are annoyingly hard to kill, you know that?" the dark suited figure sighed, lowering his glowing hand.

"That's what everyone I know that hates me and tries to kill me says…" Ragna grunted as he got back up before the hole in the building.

"Then you really should consider staying dead one of these days." he aimed his hand and fired a purple beam which missed Ragna.

"HA! Missed!"

"Wasn't aiming at you...I just aged that house a hundred years...wood rot...horrible thing." he spoke as the house began creaking and cracking around Ragna.

"Son of a b-!" at that the thing fell down on him.

"Okay, I think we found them," Tsubaki noted.

"...ugh. You again," the dark suited figure sighed, noticing the trio, "As if I didn't have enough to deal with after escaping those two."

"Again?" Tsubaki noted.

"So time traveler...enemy from the future," Kevin figured out.

"What late 90's TV show helped you figure that one out, Levin?" he asked.

"And I hate him already," Kevin frowned as he touched some nearby metal, coating himself in it.

"Like I care how you think," the figure countered before side stepping a blast of Mana, "3...2...1…" he counted, side stepping blasts before he raised his hand as a purple flash went off from his hands.

Next thing they knew, Gwen's blasts hit a random wall. He then leaned to the right as Tsubaki's blade missed him before leaning back, dodging Kevin's attempted punch.

"Oh please. This all you can muster?" the figure asked before sidestepping another blast of Mana from Gwen

'_He's predicting our moves…' _Tsubaki thought as the three regrouped.

"And the white-haired one will try and attack me from the side," the figure stated before Ragna came out of the wrecked house.

"**Belial Edge!**" Ragna roared, dark energy coating his sword as he came shooting down, only for the figure to step back to avoid the resulting explosion of dark energy, "Damn it!"

"Always expect the unexpected," he stated before dodging another sword swipe from Ragna, "You're not the only fool I've had to deal with when it comes to that tactic."

"Grr...damn," Ragna grunted as he sidestepped back, quickly dodging a beam from the figure, "Oi, Yayoi! Any ideas?!"

"I don't know...even if I could think up a strategy, he'll most likely know it before we can accomplish it," Tsubaki answered.

"Gee...It's almost as if I am from the future," the figure sarcastically replied.

"I hate time travel," Ragna growled.

"Now..as much as I like to stay...well, frankly, I'd rather not. I have a certain event that needs stopping," the figure stated as he held his hand up, "So...begone and turn to ash."

"?!" Gwen tensed before she quickly summoned a large manashield around the four, barely blocking a large beam, "Gh!"

"Truly now?" he questioned with a sigh, "Honestly the other you could make much stronger barriers...a shame she'll be erased from h-" he tensed when he narrowly dodged a wave of ice, "?!"

"Jin? When d-" Tsubaki began before looking upwards, seeing Big Chill flying above them. Only...he seemed much different.

For starters, Big Chill looked taller, his torso more broad and powerful but still thin and lean. White tufts formed around his neck and down his chest. His wings were now a little larger with white spots here and there. His Omnitrix was still located on his belt, but the belt was black and white with the center of the faceplate glowing green.

"?! You…!" the figure growled.

"Honestly Eon...how many times do we have to do this song and dance?" Big Chill(?) asked with a sigh.

"Eon?" Tsubaki repeated.

"Ugh...Now I'm seeing the similarities," Kevin groaned.

"You know this guy?"

"A version of him. Dude's a time traveller," Kevin explained, "Kinda like Paradox, but think of it like Dr. Who in that Paradox is the Doctor while Eon is the Master."

"What?" Tsubaki raised a brow.

"Oh great, one of these things," Ragna groaned, earning a look from her, "...What? A lot of the residents in Undertown are fans of Dr. Who."

"Seriously, you should see the marathon they hold for it down here," Big Chill(?) added before moving to the side, dodging a beam from the now dubbed Eon, "Seriously, Eon, it was a bit of a pain for us trying to find you."

"Us?...Oh no…" Eon groaned before he was suddenly drop-kicked on the side of the head, sending him rocketing out of the area, "DAMN YOU, TENNYSONS~!"

"Hoo…" the owner of the foot that drop-kicked Eon exhaled slowly, "He went flying."

"Uh babe…?"

"No worries...I placed a tracker on him while he wasn't looking. It's like he keeps forgetting about me."

"Eh. True," Big Chill(?) nodded as he floated down before being engulfed in green light.

In place of him was what seemed to be an older Ben. He wore a tight black shirt with white sleeves and collar with a '10' on the back and a pair of grey cargo pants with black combat boots with grey soles. His hair was cut into a somewhat short style. His Omnitrix was larger as well, covering his lower arm in a gunmetal grey material with a green 'V' design with the Omnitrix's core at the bottom of the 'V.' The other looked like Makoto, but she was a few inches taller with her hair grown out to just past her shoulders and a fuller figure hidden beneath an acorn shirt and a pair of hip-hugging black pants with black combat boots of her own and a pair of gunmetal grey fingerless gloves.

"...Oh I already feel a headache sorta forming," Ragna groaned.

"It's time travel. Of course it's going to make headaches," the older looking Makoto noted before noticing the shocked look on Tsubaki's face, "Oh. Heya younger Tsu."

"...M...Makoto? Ben?" Tsubaki cautiously asked, a look of disbelief growing on her face.

"Who'd you think we were, the Spanish Inquisition?" the older-looking Ben punned.

"Because no one expects the Spanish Inquisition!" the older Makoto added as the two laughed a bit.

"...It's them," Gwen and Tsubaki sighed.

* * *

"Okay...Why and how?" Mai questioned, everyone regrouped in the shared house.

"How? Paradox," the older Ben replied.

"Why? Because of Eon trying to mess with time yet again," the older Makoto rolled her eyes, "Seriously, does he do anything that _isn't_ messing with time?"

"Surprised he's not been erased yet by the you-know-what," Older Ben added.

"If he was, then we'd be back on our anniversary date," Older Makoto added before sighing, "Seriously. That place had the best chestnut parfait I've ever eaten…"

"Just don't get our possible future kids addicted…"

"Ben, sweetie? You've seen my parents and sibs...you know we love our chestnuts," Older Makoto countered, "Oh and you're one to talk, Mr. Smoothie."

"...Okay fair enough."

"...W...wait...a...are you two…?" Noel began, looking back and forth between the two with wide eyes.

"Do you not see the bling?" O-Makoto asked, the two holding up a hand each to show a gold ring on them.

"..." Noel let out a small excited squeal before she fell onto her back.

"Huh...Did that when we first show 'em later," O-Ben chuckled.

"And FYI...will NOT say when he proposed to me and how I proposed to him," O-Makoto added.

"...Benji, let me ask this then…" Kagura began, a serious look on his face as he walked over and placed his hands on O-Ben's shoulders, "...please tell me we had an awesome Bachelor party for ya."

"Can't really say," O-Ben shrugged, "...No, literally. Spoilers ain't allowed."

"Ahh...fair enough I guess," Kagura shrugged before grinning, "Still...congrats man. Knew you'd bag her...so h-"

***CLANG!***

"That, good sir, is private between us," O-Makoto huffed, holding onto a rolling pin as Kagura plopped onto the ground, "Besides...older you asked that...multiple times."

"Least he found someone to keep him in check," O-Ben added before holding a hand up, "Won't say though. Again, spoilers."

"..." Hibiki managed to keep a calm look while screaming mentally.

"Th...this is...this is unbelievable…" Tsubaki whispered, "I turn away and promise to give you two your peace...then next we meet your future selves...married at that."

"Just don't tell Kajun...she would go nuts and never leave us alone," O-Makoto added.

"Really glad we figured out how to get her to settle down. Even if it took a few years to figure it out," O-Ben admitted.

"And it took a lot," O-Makoto added.

"I feel we got off track real fast," Gwen muttered.

"We do that a lot," Kevin admitted.

"Heh heh...true...especially Older Kevin," O-Makoto chuckled, "I mean he will not shut up about his job, or Dev- ah oops I almost goofed!"

"Dev? Like Develope?" Robotboy asked.

"Nope can't say, rules." O-Makoto smiled, _'Forgot how innocent Robotboy was at times.'_

"It's...just so strange…" Mai spoke, "I mean you guys are older...taller...more…"

"Mature," Tsubaki finished.

"Eh…" they shrugged, "I mean it's relative to how mature we've all gotten."

"Ahem!" Jin cleared his throat, earning everyone's attention, "Moving on. So what's the real reason this Eon came back to the past, Tennyson….s….ugh. That's something I'll have to get used to for the time being."

"If you breathe a word of it to our present selves, I'll travel back and time and beat you into a coma," O-Makoto smiled, making Jin flinch.

"As for Eon...or rather this iteration of him…" O-Ben sighed, "Ontop of being much younger than the last two, being stronger with his chrono-manipulation being a natural ability, he's the most petty version ever. He's out to ruin this day for me."

"And me!" O-Makoto added, "But I mean...that's just 'cause it's equally special to both of us...but to hurt Ben is the main reason…" she muttered.

"...You're joking," Jin deadpanned.

"Nope. I say he's just salty; he's the only one that doesn't have someone special," O-Makoto shrugged, "Seriously, you would not believe how many gals most Ben's we met have, some of which even from alternate worlds."

"So you're time and dimensional travelers?" Gwen asked.

"Yep!" O-Makoto smiled, "It helped me gain massive perspective. My Ben is my Ben, and that's all I need to care about."

"That...was oddly deep for you, Makoto," Tsubaki noted.

"Sides, there are like dozens of worlds." O-Ben added, "Or rather billions...Paradox tells it better. He's got a whole presentation with a hologram tree. But in regards to ours, he wants to ruin my happiness...and to do that..."

"Ruin today," O-Makoto added, "So we, me and Ben...have to stop him for our future. Also...in case it's not clear...he's kind of a big threat to the space time thingamajig…"

"...How big we talking?" Ragna asked with a frown.

"He exists outside of time like you-know-who," O-Ben answered, a serious look on his face.

"...Like hell we'll let him do what he wants," Ragna scowled, _'Someone like Terumi….like hell I'm letting a bastard like that stay in this time!'_

"So what's the plan?" Tsubaki asked.

"Honestly, we were just gonna chase him down across time," O-Makoto explained, "In case you didn't notice...he's kinda dangerous to anyone living inside the flow of time. Ben-kun and I have special charms from Paradox to protect us from his Baby and Old Person Rays. And since we are outside our natural flow of time, he can't read our moves."

"You guys did your best, but his temporal powers are crazy strong. If you're not careful...well...we remember old man Kevin, don't we Gwen?" O-Ben laughed.

"I hated that day…" Kevin shuddered as Gwen stifled a giggle.

"So...for once...you have a plan and means to stop the bad guy?" Tsubaki realized.

"Of course! We're not stupid teenagers anymore. We're stupid 20-somethings!" O-Makoto laughed.

"And we're proud of it!" O-Ben laughed.

"You two really are soulmates…" Gwen sighed a bit, "But..glad you two haven't changed that much."

"I guess since we have each other...we haven't needed to change that much," O-Ben laughed.

"I mean we have changed...this isn't the original Omnitrix!" O-Makoto beamed, holding up O-Ben's arm, "Ben made this one."

"Y-you...made an Omnitrix?" they all asked.

"Well duh...we need _some_ hobbies," O-Makoto smiled.

"Why do you keep revealing shit!?" Ragna snapped.

"Cause I want to talk about everything! But can't! And I know what's okay and not okay to talk about!" O-Makoto declared.

"Trust us...We wish we could warn you guys of some future stuff…" O-Ben spoke, a small frown on his face, "And talking random stuff is helping us vent, so we don't screw up the futures you all work so hard to get. The Future we all worked so hard to claim."

"So wasting time talking nonsense...is just to help you keep from doing more harm than good…" Gwen smiled, "Thanks Doofus."

"It's annoying...but the fact you're trying so hard for our sake means a lot," Tsubaki sighed.

"Why can't you praise present me like this more?" O-Makoto complained hugging Tsubaki, "Hugging you when your shorter feels nice! Ah Everyone get in the hug!"

"So what about Eon?" Ragna asked O-Ben.

"The tracker will take me to him," he explained, looking at his Omnitrix, "He is hurt from the fight in our time, I went an Alien who dealt a bad blow to him, then used my Clockwork to have a beam struggle 'till he used up his own time energy reserves. Took all he had to come back here on his own."

"But he still has a lot of energy even drained," O-Makoto spoke, "If you think he's strong now, you should have seen him at full power. Things got...trippy...and I had to punch out several Dinosaurs…"

"So what...he's like at 10 percent right now?" Ragna asked.

"Try 5…" O-Makoto cringed.

"Son of a bitch!"

"The irony is that the you of the future scares him," O-Ben explained.

"Double Bitch!"

"I suppose we would all be stronger in the future…" Mai muttered.

"Like you wouldn't believe!" O-Makoto laughed, "You should see the stuff Ben and the boys can do in the future."

"Trust me...it's pretty epic," O-Ben added, "Makoto and the girls are just as good, too."

"Team Remix Heart has gotten bigger in the future," O-Makoto giggled, "And it's not just the six of us counting Jen."

"Hmm?" Kagura rose his head up at that.

"Shh...None of that info is for you." O-Makoto said, tapping his head, "Not like your future other half lets you look…" she whispered.

"Ahem! _Eon_?" Jin spoke.

"Ahh right right…"

"I can't wait 'till you mellow out." O-Ben smiled, "But I think I got him. Thankfully he has no idea where Present me took Makoto."

"And none of you will ever find out either!" O-Makoto laughed as she jumped and leaned onto O-Ben to look over his shoulder, "Hmm...looks like he's hiding near...Eeee...Mr. Bauman's shop…" she cringed.

"Oh come on! Even in the past…" O-Ben complained, "He's still mad I dropped a Spinosaurus on his place back in our time!"

"Hey. Least he's not like Pakmar," O-Makoto argued, "Guy seriously holds a grudge…"

"I do not think we want to know," Rook spoke, "Also, mission?"

"Oh right right! Let's move out!"

* * *

"Ugh...every time…" Eon muttered, popping his neck as he rubbed the side of his face, "I keep forgetting about the girl...Seriously, why do I keep forgetting the damn girl? She's as bombastic as any Ben is."

"You know I've yet to see this place you keep hinting and teasing me with," Makoto's voice spoke.

"?!" Eon tensed before hiding against the side of a building, seeing her and Ben walking down the sidewalk, _'...Perfect.'_

"Well, you keep teasing me at times," Ben countered, "And don't even tell me those clothes don't scream 'you know you want this, but ya gotta earn it.'"

"Hey. They're for your eyes only, hun," Makoto teased, dressed in a yellow tee that seemed to push up on her chest and a pair of figure-hugging brown short-shorts with light-brown stockings, "Besides, wanted to go with that playful yet flirty girl-next-door look."

"Which you do pull off well," Ben admitted, "...the girl-next-door thing, I mean."

'_Ugh, god. Even in the past, they're so sickeningly sweet,' _Eon mentally gagged from his hiding spot, _'Hmm...Now how to ruin this for them…Do I age Tennyson to du...no, no, no. Damn failsafe would turn him into Clockwork if I did anything to him...What If I turned them against one another…?' _he pondered just as the two passed him, unaware, "...You got a phat ass, babe."

"Excuse me?" Makoto blinked as she looked at Ben, Eon quickly slinking back into his hiding spot.

"What?" Ben asked back.

"You said I had a 'phat ass'...you're not trying to perv on me like Kagura, are you?"

"What? No!"

"Then why did I hear you say-and I quote- 'you got a phat ass, babe'?" Makoto asked with a light frown.

"I seriously don't...well...th…"

"...Know what? Might as well settle this then," Makoto stated as she stood before him, "Are you more for my butt, or for my 'girls'?"

"Wh-Wh-What?!" Ben exclaimed, his face heating up.

'_What...how...did...I...WHAT!?' _Eon mentally gawked.

"So that's how that started," Older Ben spoke, appearing next to Eon, "I wondered what jerk did that…Man Makoto went all day with this."

"Tennyson!?" Eon snapped as Older-Ben grabbed him by his jacket and dragged him out the emergency exit, setting off the alarm.

"BEN!"

"AH!" the Ben of this era panicked upon hearing Mr. Bauman, "Book it!"

"This isn't over, ya know!" Makoto complained as she ran after him.

* * *

"You know that made today saucy-er then I wanted," O-Ben sighed as he kicked Eon, making him stumble back.

"How did you find me?"

"My wife put a tracer on you," O-Ben smiled.

"What?! Wh….while you were distracting me," Eon realized as he facepalmed, "Of course...that's how you two always work: One distracts and the other goes in for a sneak attack."

"Not my fault you don't get the concept of perfect teamwork." O-Ben smiled, "Though...I have to wonder why you went with such a dumb choice there? Me and Makoto have such an honest relationship, she'd never believe anything you made up to trick her."

"And that's another problem I have with you two!" Eon complained, "You two are just too...sweet together and barely argue! You're like the living definitions of a Gary-Stu and Mary-Sue!"

"Yeesh...What are you, an internet troll?" O-Ben crossed his arms at that, "Like wow...just...wow…Now I feel sad for you, man...like 'I wanna give you a hug and let you get away' levels of sad, but then I remember you're trying to mess with time just to break me and my wife up."

"Wait...where is she? She won't get the jump on me this time!" he snapped, looking around.

"She has her role." O-Ben smiled as he tapped his Omnitrix, "But you seem a lot tired still…" he began cycling a ring of aliens which went around his wrist, "Since no one is here to see me use one of the new guys. I have a shocking...and rocking friend you should meet."

* * *

"Hmm?" the young Ben blinked as his Omnitrix lit up a few times, "What's wrong with you today? ...An update? Ah, I'll check later, so go back to sleep mode."

"Maybe it's a message from Azmuth." Makoto noted, holding onto his other arm.

"Then it can wait 'till after...Today's all about you," Ben muttered, shaking his arm a few times.

"Oh that's so sweet," Makoto giggled.

"Hang on...and...there back to sleep mode," Ben spoke, tapping it, "I think it was an update. It said something about downloading new data."

"Huh...neat," Makoto noted before her nose twitched a bit, "Hmm? ...Ooh something smells delish~" she quickly dragged Ben away to the location of the scent.

"Whoa!"

"All according to plan," Older Makoto smiled, watching from a rooftop, "My Ben keeps Eon in one place, and I keep my younger self and her Ben on track for the day."

=I'm still shocked you were able to come up with such a brilliant plan= Gwen spoke from a walkie-talkie nearby.

"What? You think I'd be all gung-ho like I am in your present?" O-Makoto pondered before giggling, "Silly. You're so silly, Gwendolyn."

=...well at least you're not like Cousin Lucy...and that's a meeting I am starting to dread= Gwen admitted.

"Yeah, you're not gonna have a great day when that happens…" O-Makoto smiled to herself.

=More than when I'm left with the brat?= Kevin chimed in.

=Kevin, don't bring Luna and Sena into this= Gwen sighed.

=Oh no. I don't have a problem with Sena...it's Luna I have a problem with= Kevin stated =Seriously, everytime you look away or busy with your homework, that little brat takes every opportunity to prank me=

"Trust me, Kevin, this time with Luna shall prepare you for a difficult chapter in your life," O-Makoto chuckled.

=I'm already dreading it=

=Anyway, you sure leaving it to just Ben is a good idea?= Tsubaki asked.

"Yep," O-Makoto replied, "While Ben's still himself, he has matured and he's got a lot more Aliens. While he still goes by Ben 10, he's more Ben 5,000 now, several coming from dimensional incidents."

=Really?=

"Yup...and trust me. Some of them are pretty epic, too."

* * *

"GH?!" Eon grunted as he skidded back, stopping inside an empty warehouse.

"You know," an alien with arms and legs of electric blue energy, a torso and shoulders made of black rocks with green accents along the top sighed, his face made of stone which moved like it was organic with green eyes and a blue glow in his mouth, sighed as he lowered his hand which was made of rocks to the shape of a large cannon, "When you first attacked me with crazy time powers and shenanigans...I thought you'd be my hardest enemy ever...but then you go and reveal your powers are on a charge time. Weak sauce dude."

"Because you made me reveal that info!" Eon argued.

"Oh and btw...be thankful the Master Unit hasn't' erased you from existence."

"I could say the same about you and the halfbreed wench of yours," Eon countered, "Especially the latter."

"...Okay, just for that, you're getting your butt whooped harder than ever," the alien stated in annoyance. His hand reformed as the rocks became box-like, he then pulled on a cord of blue energy before two blades of energy that spun along the edges forming twin Chainsaws.

"...That's just unfair," Eon muttered before dodging a slash, causing the chainsaws to miss as they dug into an empty crate.

"Yeah yeah, so says the guy ripping off the JoJo manga...come on man, seeing time, stopping time, skipping time, get original will ya!?" the alien swung sending out energy disks that cut into the ground like buzzsaws.

"Says the fool who copied most of the beings he encountered during their little interdimensional adventure."

"Yeah but when I copy something, I make it work." he smirked as he punched the ground, sending a current of electricity across the ground that sent Eon flying back.

* * *

"Umashi~!" Makoto beamed, her tail swaying as she ate a large bowl of vanilla ice cream drizzled with caramel and crumbled chestnuts, the bowl being a crafted waffle with chocolate sauce, "Who knew there was a place like this in Bellwood?...Wait. Is this one of the places you kept hinting and teasing me with, Ben-kun?"

"Yep. I wanted to bring you here forever since we started dating, but we never got the time, and the line to order tends to be long." Ben explained, "So I planned to come here first thing we could for lunch. I even kept an Echo Echo in line to hold a spot."

=You're welcome= an Echo Echo clone smiled while sitting at the next table over, he then cringed and fell over, clearly suffering an ice cream headache =Worth...it=

"Aww hun~" Makoto smiled as she leaned over, giving him a light peck on the cheek, "That was so sweet...no pun intended of course."

"I don't mind, I love your puns," Ben laughed, he then put a hand to his head, "How am I feeling your ice cream headache, Number 5?"

=Hehehe…=

"...So...what's our next stop after this?" Makoto asked, wiping her mouth a bit, "Also...still waiting on an answer~"

"Huh?"

"Your comment earlier...I want to know which you prefer. My butt or my chest," Makoto stated before grinning a bit, "I mean...you are a boy after all."

"...you're not gonna drop this are you?"

"Nnnnope."

"...What if I told you our next spot is an arcade?"

"...oh ho no. You're not gonna deviate from…"

"A VR Arcade."

"...Explain," Makoto ordered, instantly before him as her eyes looked into his.

"Oh my god. I remember that arcade…" O-Makoto whispered, hiding in some bushes outside to view them from one of the restaurant's windows, "Oh it was so cool…That was the best gaming date ever...Ah, it's a bummer they ban us in four years..."

=Not like that is any different= Tsubaki muttered.

=You broke a game, didn't you?= Mai asked.

"Technically, Vulkanus did."

=You still let him roam about?= Jin asked.

"Not by choice. Just…"

=...Chadzmuth?= Tsubaki asked.

"Chadzmuth…" O-Makoto sighed, "...which reminds me. If Ben is in any legal space troubles, do not..and I repeat this heavily...Do _NOT_ hire Chadzmuth. He will only make it worse."

=...why?=

"Just trust me."

=Okay…= Mai replied.

"Still, that place is a whole lot of fun. Not as much as just spending a day with Ben on a beach is, but more than the time someone set up a lot of clear wrap all over Kaka Village on April 1st," O-Makoto recalled before giggling, "Oh my goodness, I still have the recordings of what happened and it was just hilarious."

=Why do I feel Argit is responsible for that?= Ragna muttered.

=When is it not him?= Rook asked.

=...Okay good point, greenhorn=

"Eh, I won't spoil who," O-Makoto replied, "Just say this: don't let Noel see the Kaka Kittens when they find the clear wrap barriers. Cuteness overload."

=Understood= Mai nodded

* * *

"So...playing hide and seek now, Eon?" O-Ben asked, looking around the warehouse, "You know I'm gonna find ya eventually...and when I do, I think I'll reintroduce ya to one of the forms I 'copied'."

"I'd rather you turn to ash!" Eon shouted as a purple beamed shot in from above, making O-Ben jump back to dodge it.

"And thank you for revealing your hiding spot," O-Ben smirked, already looking through a selection of Aliens before pressing down on the Omnitrix.

In a flash of light, Ben seemed to have vanished. Eon blinked twice under his mask before he screamed as he was lifted and slammed into the ground. Looking at his feet, his eyes widened. Standing there, roughly the size of a small child, was a blue creature with large ears, big black eyes, two long antennae, three spikes emerging down its spine, and four arms ending in claws. He wore a black bodysuit with white and green detailing with the Omnitrix emblem on the chest.

"ALOHA!" he greeted before slamming Eon once more in the ground.

"What is that?!" Eon snapped before it rolled into a ball and slammed into his stomach.

"Blue Punch Buggy!"

"Wait...Oh god no!" At that, a blue Volkswagen beetle slammed him into a pile of crates.

"No hit backs!" the new alien laughed.

"That...thing should not be so strong…" Eon groaned under it.

"Meega Nala Kweesta!" he laughed, dragging him into the rubble, the time traveler being tossed up and down several times before being dragged around and slammed face first into several pillars.

"Ugh! You insuffera...Did you just steal my left shoe?!" Eon demanded, his left black sock exposed.

"..." he hacked up the boot and held it to Eon, dripping in saliva and stomach juices.

"Ugh…" Eon cringed in disgust before the new alien ate it in one bite.

"Mmm…" he shrugged before he lifted a giant metal crate several times larger than Eon himself.

"Don't you...AH!" he was smacked with the crate, sending him crashing out through a wall.

"Stupid head," the alien laughed as he rolled after him and bounced out the hole.

'_I gotta get away...the further I'm away from him, the faster I can ruin this day!'_

* * *

"Still as awesome as I remember it," O-Makoto noted, looking at a large building that Ben and Makoto were approaching.

"So a VR arcade...Already this is getting me excited," Makoto noted, her tail wagging a little, "Anything special I should know aside from subtle hints?"

"Nothing..except I helped repair this place and upgraded it with some of my more tech-savvy aliens," Ben answered.

"Ooh~" Makoto beamed as the two walked in.

"Welcome to New Space VR, Bellwood's biggest and only VR centric arc-" an employee began before noticing the two, "Oh. Hey Ben."

"Joe," Ben greeted, "Any rooms available? Kinda on a special date with my gal here."

"We got one available," Joe assured, going behind the counter to pull out a pair of VR headsets, "Just put these on when ya head into the room, then pick whichever games you wanna play."

"Games? As in...plural?" Makoto asked.

"Yeah," Joe replied, "We've got several games that work with VR. And if you really wanna delve into the game-thanks to Ben here-we got a lot of all the most recent video games that are out to put yourself in the game itself."

"...Oh I am feeling tingly in excitement~!" Makoto silently squealed at that, hopping a bit in place before grabbing him, "Let's go!"

"Woah!" Ben yelped as she dragged him into a large empty room, "Okay okay...heh. I knew you'd like this place."

"Oh, I hope I will!" Makoto beamed as she put her headset on, "What game shall we do first?!"

"Well we got a few to choose from," Ben replied, putting the headset on as the two began to look through the selection on a holographic wheel that appeared before them, "Maybe something simple to start off and work together on."

"Hmm...TF2 sounds good," Makoto muttered, cycling through the choices, "I'd say Overwatch, but that doesn't come out until a few years."

"...Game series?"

"Eeyup. And it's got a lot of neat lore, too," Makoto nodded before looking back at the list, "Hmm...what else..Poker Night at the Inventory?"

"Poker game where you play against a few characters from video games and web series, TF2 included," Ben explained.

"Really?" Makoto asked, "Ooh. Let's try that, then. I'm feeling pretty lucky today!"

"Alright…" Ben grinned as he tapped something, causing the room to start changing, settling on an alley at night.

"...Wow. What a dump," Makoto noted.

"This is just the cover," Ben replied as he knocked on the door, causing an elevator to pop up around them.

"Ahh...okay, fair enough," Makoto shrugged as the elevator went down, "So aside from TF2, who's down here?"

"Well, since we're in the first game. It'll be Max from the Freelance Police, the Heavy from TF2, Strong Bad from Homestar Runner, and Tyco from Penny Arcade," Ben recalled.

"Strong Bad...Wait, is he the guy in the red mask that reads emails and types with boxing gloves on?" Makoto asked.

"Yeah."

"Oh man, I love that series! Guy just cracks me up," Makoto snickered.

"Ahh...well I know you're gonna enjoy yourself."

"Yup! In fact...I'll make a little bet with ya," Makoto said as a grin grew on her face, "I win a hand...you have to finally answer my question."

"...and if I win a hand?"

"...hmm.." Makoto began to ponder for a moment, "If you win...mmm...then I'll answer any one question you ask."

"Deal," Ben replied just as the elevator stopped.

"Cool, then let's have some fun."

* * *

"And I'm betting right now younger me and younger Ben-kun made a certain bet," O-Makoto grinned, leaning against a wall in the alleyway near the arcade.

=Sounds about right. You've always been quite competitive= Tsubaki noted.

=Like that time you convinced us to do strip poker in the academy= Mai recalled.

"Even in my time, I still don't get how Noel won," O-Makoto muttered, "It's like she was born with Ultimate Luck."

=That does not seem possible= Rook muttered.

"Oh trust me..future Noellie manages to pull it off each time," O-Makoto stated

=But why use the word 'Ultimate' in that?=

"Would love to tell ya, but cannot," O-Makoto shook her head, "You'll figure it out soon enough, anyway."

=...Alright?=

"Mm hmm...so any other questions that won't evolve into something spoilery?"

=...Do you two still even argue?= Ragna asked =Because I notice you and Ben rarely even do that anymore…=

"Eh. We still do at times," O-Makoto answered, "I mean...no couple is perfect, so of course there would be a crack or two at times. Plus, we tend to keep the arguing mainly to private places, like a bedroom or somewhere out of sight and hard for others to overhear us."

=Ahh…=

"Yup, but we still manage to make up in the end," O-Makoto shrugged, "...Also don't think about it, Kagura."

=Hmm?= Kagura blinked.

"I know past you...you're gonna ask how our…" O-Makoto paused, "...Is Robotboy present or not? Because I want to make sure he stays pure and innocent."

=He's patrolling the skies= Tsubaki answered

"You know damn well you were gonna ask about our make-up sex…"

=PFFFTTT!-!-!-!= Kagura sputtered and gasped =WHAT?!=

"Oh what? _Now_ you're a prude?" O-Makoto huffed, "I swear you bugged our room once…"

=Thank you for that small tidbit of info= Hibiki spoke.

=But I….=

=Eventually you will=

=...Wait. Doesn't that c...=

"Nope/incorrect= O-Makoto and Hibiki replied

=D'oh…=

"Hey. You asked, and I provided non-spoiler info," O-Makoto argued, "Besides, my and my husband's sex life is NYAB."

=NYAB?= Rook repeated =I thought it was…=

"Nanaya Business!" O-Makoto laughed.

=You just get worse, don't you?= Tsubaki asked.

"May~be."

=That's reassuring…=

* * *

"Gah!" Eon grunted as he was tossed into a construction yard, "...a construction yard...it's _always _construction yards with you."

"Yoohoo~" the new alien cheered, lifting a steel girder and swinging it into Eon, sending him flying.

"Ahh!" Eon grunted as he crashed into a few bags of cement, "I am really getting tired of this!" he snapped, firing another beam at the new Alien.

"Whoa!" he shouted, jumping around to avoid each blast, "Miss me! Blah!" he taunted while dodging blast after blast, he even flipped around and stood on his hands and head as he shook his rear at Eon mockingly, "Yoohoo~" he taunted, jumping out of the way of another blast.

"Stop that!" Eon snapped before fidgeting, "What...are you in my clothes?! HOW?! WHEN!?"

"Iih!" he grunted, popping out of his coat as he held up what looked like a large grenade, "Ooh?"

"You idiot! That's a powerful chrono grenade!" Eon snapped when the alien pulled the pin.

"Oh okay," he responded, handing it back.

"...I..._loathe you_," Eon growled in annoyance before forcing it back onto him.

"Merry Christmas!" he spoke as he tried to run away.

"It's not christmas!" Eon snapped, tossing it back.

"Happy Hanukkah!" he cried, tossing it back.

"It's not Hanukkah either!"

"Yes!" the new alien cried, tossing it back.

"No!" Eon cried, tossing it back as well.

"Yes!"

"No!"

"One Potatoh!" Eon cried, tossing it back as they began running around.

"Two Potatoh!" the alien snapped, tossing it at him from a distance.

"Three Potatoh!" Eon snapped, tossing it up like a basketball.

"Four!" the alien cried, spiking it back like a volleyball.

"Five!"

"Six Potatoh!"

"Seven Potatoh more!"

At that, the two were just feet across from one another as the grenade beeped more and more.

"My!"

"Mother!"

"Told!"

"Me!"

"You!"

"Are!"

"It…" the alien sighed, realizing it was too late to run.

"HA! I win!...oh crap I win…" Eon realized too late.

***BOOM!***

* * *

=Ahh! What was that?!= Noel yelped.

"Not sure...but…" O-Makoto muttered as she looked up, seeing a small blue alien cry as he flew through the air like a rocket.

=What is that? AH!= Noel yelped.

=Ack! I'm okay...I'm fluffy…=

=...Koala?= Noel blinked =...KAWAII~~!=

=No! No hugs! AAH! Help!=

"Maybe I should've mentioned that form…" O-Makoto muttered, "This new one we got after a trip to Hawaii of another dimension." she explained, "He's an exact replica of the little alien we met in that dimension. We learned only after we came back, the form is an exact clone since the alien was a synthetically made experiment."

=No! No cuddles! It ruins the fluffy! Noel, no!=

=NOEL, YES~!=

=So...why hasn't he changed back?= Tsubaki asked.

"Oh well when Ben turns into this one, he's kinda stuck in him for longer since the Omnitrix kinda blends well with him. But I don't mind, it's like the pet we always wanted, but know we also don't have the time to care for as we should." O-Makoto explained, "Plus I figure if our kids ever want a pet...they need to handle this alien for a week first."

=He's very strong…= Noel muttered, =He's still resisting and trying to escape=

"Yeah, he's still in his early stages so positive encouragement makes him feel panicked," Makoto explained.

=Hahaha...He's like a dog!= Kevin laughed before yelping =AH! He's eating my foot!=

"No, just the Left shoe..." O-Makoto sighed, "Adorable...but I've lost so many boots to this form…"

=Why the left?= Gwen asked.

"We do not know…" O-Makoto sighed, "But trust me...this alien is so useful that we try and ignore it."

=Useful!?= Kevin snapped, =It's eating our left shoes!=

=Bleh!=

=No, I don't want it back!=

"Trust me...this alien will help with so much," O-Makoto sighed, "More than you could ever know...especially with Khyber…"

=Why?=

"Just trust me…"

=But he's so little…= Noel began.

=Don't forget cute and fluffy!=

=And annoying= Jin muttered =Wait. Why are you looking at me like that?=

=...Hi~=

=I'm going to run…=

=No wait Ben,...AH!= Noel cried as the sounds of her being dragged off could be heard as well as Jin cursing.

"Ben...Eon?" O-Makoto asked.

=He goes boom! Big boom...Time boom…=

=Is he dealt with?=

=I dunno…=

"...If he was in the time boom...chances are he got sent into another timeline, got a bit of a boost from it...or ran at the last second," O-Makoto muttered.

* * *

"Oh what the hell?" Eon groaned, waking up in Pioneer times, "Why? WHY DO I LET HIM TRICK ME LIKE THAT?! Everytime I face those two, Tennyson or his wife keeps tricking me! Ugh...Well, this way I can stay hidden and recharge myself without disturbance."

"Ahem," Eon tensed...before slowly turning to see Paradox standing there, "Gumball?"

"...Son of a…" Eon groaned.

* * *

"Knowing Paradox, he's more than likely when Eon is to keep him distracted 'till either he escapes or we have to go back to then," O-Makoto shrugged.

"He's good," the new alien replied as O-Makoto was holding him in her arms, "We probably good here…"

"Yup," O-Makoto nodded, "And so glad you didn't drink coffee in the time it took me to get here."

"...What happens if he…"

"Spoilers!" both replied.

"Aw…" Noel complained.

"It's okay… Your Ben shall get this form, real soon. Mm...Real soon," O-Makoto assured, "But, uh...Don't let him turn into it in the middle of the city part of Bellwood...in fact, make sure it's on an island when he first uses it."

"Why?" Kevin asked.

"Because the first few times he turns into this form, he'll want to reverse street signs, back up pipes, and steal everyone's left shoe," O-Makoto sighed, "It's an alien literally meant to destroy civilization."

"Urp!" he burped, coughing up Kevin's car's muffler.

"DUDE!" Kevin exclaimed.

"Alright, enough of that," O-Makoto deadpanned before tapping his symbol, releasing a flash of green light that faded to reveal Clockwork.

"Well it's been fun, but sadly we need to return home. If we don't get back soon, I fear ze house will fall apart on account of Dev...Uh, it doesn't matter," he shook his head.

"Smooth…" O-Makoto deadpanned.

"Oh hush you," Clockwork muttered.

"At least they're not giving a warning like Paradox did with the Forever Knights," Kevin muttered.

"Oh, right them…" O-Makoto cringed, her ears going down.

"What?" Mai asked slowly.

"Sorry...we, uh...we can't say. Just know...our happy future comes from a lot of harsh battles," she sighed, "And I mean _a lot_."

"Aw man…" they all sighed.

"Also it should go without saying...Noel...that you can't tell us...about...well...us," Clockwork pointed at Noel, "Zip it...or I will come back in time and give you amnesia for this day."

"Why me? Kevin is the one who goofs up…" Noel complained.

"Hey…" Kevin realized what she said.

"Oh we know. It's just your certain..tendencies and stuff…"

"Eh?"

"She means you'll make a book about it, meaning our younger selves will see and find something odd," Clockwork explained.

"Oh...mmm~"

"Oh, relax. You'll get to write it the moment we're back in our time," Clockwork replied, "Well...The you of our time."

"Oh…"

"Good luck with what happens next Tuesday!" O-Makoto waved as Clockwork's 'key' spun before the two vanished in an orb of green light.

"Wait, what did that mean!?" Tsubaki snapped.

"We didn't even ask what to do if Eon shows back up here…" Jin sighed.

"Oh no, that was my job," Paradox smiled, making Ragna, Kevin, and Jin jump back since he had been behind the trio, "Gumball anyone?"

"Profesor? Oh, thank god. Can you explain what...today was?" Tsubaki asked.

"A very complicated and confusing day, my dear," Paradox sighed, "But not to worry. I fixed all the people and things Eon time blasted...I couldn't do much for that construction sight, however...the time grenade that Ben in his 626 form set off has caused that entire site to be stuck in time...which is why it now and always will be...half finished."

"Yeesh," Mai cringed.

"That...oddly explains a lot," Tsubaki muttered.

"As for Eon, I trapped that version in a void between time and space. Along with most of the other versions…" he grumbled, "But I'm sure another Eon will appear someday. But when that time comes, you can handle him just fine. Just try not to get turned into an elderly again...I can only fix that so many times."

"Noted," Kevin nodded.

"So...do we forget ever meeting the Future Ben and Makoto?" Mai asked.

"If you wish, I can erase the memories from your minds," Paradox spoke, "But...I think maybe knowing there is a future worth fighting through all your hard battles to come, is just what you all need." he smiled.

"It does sound good from what they could say," Mai noted.

"It may be," Paradox replied, "Still, keep it in mind for what starts next Tuesday those of you not in college."

"Why is Tuesday so impo-and he's gone," Gwen sighed, Paradox gone the moment they all blinked.

"...Already I find him as annoying and cryptic as the damn usagi," Ragna muttered before he was suddenly zapped, _'...Ok. That proves she's SOMEWHERE in this damn timeline...DAMN IT!'_

"...You guys are in trouble," Kevin chuckled.

"What?"

"Gwen goes to college and I've got a job near said college, so we're not getting roped into whatever happens next Tuesday," Kevin chuckled.

"..." Ragna's eye twitched.

"I can already tell it's gonna be chaotic," Jin muttered.

"Same…" Hibiki agreed.

* * *

"I still can't believe they had a prize counter," Makoto noted, a stuffed doll resembling a yellow creature of sorts with brown spots on the back and beady black eyes in her arms, "Oh, we have got to go back to that place. Maybe make it a normal hangout for days off."

"Sounds like a plan," Ben nodded as the two turned a corner, the evening sky beginning to slowly evolve into a starry night.

"Also...still sneaky of you to keep avoiding my question with each hand ya win," Makoto smirked.

"True. But I still learned a few good things about ya," Ben admitted as they were starting to walk into the park, "Speaking about you, recognize this place?"

"Hmm?"

"Well...Technically, it's where we first met," Ben replied, "The spot where you literally fell into my arms when I caught you as Diamondhead."

"Really?" Makoto asked in surprise.

"Yep," Ben replied, "Right over...here…" he tapped his foot on a spot, "...is where I launched myself up to catch ya in mid-fall."

"...so...I fell out of the sky like a shining star," Makoto whispered, a blush forming on her cheeks.

"Yeah...and you fell into my life," Ben smiled, wrapping an arm around her.

"Aw...you just know what to say to make me feel special," Makoto spoke, the blush getting stronger as she nuzzled against him.

"Yup. Kinda have Noel to thank for that with her soaps," Ben admitted before leaning closely into her ear, "And for your question…" he whispered into her ear.

"?!" Makoto tensed at that, a shiver going up her spine as she heavily blushed, _'...Okay...wow. Who knew Ben secretly had that side of him?' _"...h...heh heh. W-well...ease yourself there, cassanova. D-don't wanna…"

"Oh? Did I get you flustered?" Ben smirked.

"What? N-no," Makoto denied as she tried to wave it off.

"Ahh~ I got ya flustered," Ben's smirk grew at that.

"Mmm~" Makoto puffed her cheeks up at that, "...You learned that from Kagura, didn't you?"

"Guy may be perv, but he gives some pretty good dating advice actually," Ben admitted, "I just...sorted out the more lewd stuff."

"...Alright, I'll give him that and points to you for not listening to the more pervy stuff he says," Makoto noted, "Still..today was a really great day, Ben-kun. I absolutely loved it."

"I did, too," Ben agreed as they turned their heads to look at one another, his green eyes looking into her hazel-colored eyes for a moment before they shared a kiss, the stars in the night sky shining brightly as the moon's light shone down on them.

* * *

_GT: Aww...That's so romantic._

_SZ: Aye. A really sweet way to end off this special anniversary chapter of GSE._

_GT: Yep. Because next chapter things get...well...not all that hopeful._

_SZ: Aye...read and review folks, and happy 1st year for GSE!_

_GT: Please Read and Review, folks! _


	42. Despair's Attempt Pt 1

_SZ: Heya guys and gals. Welcome to the first original arc/mini-arc for GSE...and prepare for one heck of a curve ball on what we're choosing for this one._

_GammaTron: It's next Tuesday for the cast of this story._

_SZ: Yup, so while there will be a comedic moment or two still...things are about to get heavy in this._

_GT: Yeah, so anyways...disclaimers!_

_SZ: Own nothing aside from original content! The series used in this belongs to their respective companies and the like._

_GT: Great. So let's…*collars on rope shot out of the doorway and grab us by the necks before tying us up to two chairs back to back* ?! ...SZ, if this is your doing…_

_SZ: I swear to god it isn't._

_Monokuma: *offscreen* Upupupupupu…._

_SZ:...Z0! Monokuma got into the building again!_

_Monokuma: Sorry, he's busy with my extras. As for you two...It's Punishment Time~! *pushes a button and a large rocket themed after Monokuma emerged from the ground*_

_SZ: ...Oh this is gonna suck._

_GT: Ah well. *the rocket grabs them both before taking off* UCHU KITA~!_

_Z0: *appears behind Monokuma as a giant shadow with red eyes* __**Bear…..**__ *wings sprout from back of shadow as it grows to the size of a mountain, followed by horns* _

_Monokuma: Oh not again!_

_Demon Z0: __**Tonight I dine on Stupid bear soup. For without my Co-hosts...the only things limiting my power are gone!**_

_Monokuma: OH CR-!_

* * *

"Hmm...another missing person's report," Tsubaki whispered, heavily focused on the main computer at Plumbers HQ as she went through a few Japanese newspaper articles.

"Everything okay, Tsubaki?"

"Hmm?" Tsubaki blinked as she looked over, seeing Max and Jin approaching her, "Oh...well I'd wish I could say yes, but...honestly, this has been bugging me for some time."

"What do you mean?" Jin asked.

"Look at this," Tsubaki spoke as she pointed at one of the articles, "Just three months after the Incursean Invasion, a few students in Japan have mysteriously gone missing."

"Hmm…" Max looked at them, "Kibougamine...Hope's Peak...Well, that's a name I haven't heard about in a long while."

"Magister?" Jin questioned.

"It's a unique school, dating back roughly several hundred years," Max noted, "A school so unique in not only being the first real school, but one that only picks the best high schoolers that they call the Ultimates in their subjects."

"So students with the best grades?"

"Oh, more than that," Max noted, "It's more about talents. If a high schooler is capable of performing something beyond what any other human can do, they're scouted and recruited for the school and given a title of 'Ultimate.' I think a good example for you kids would be if someone is so skilled at negotiations that even the most stubborn of beings would want to argue but just couldn't find a single thing to argue about, they'd be considered the 'Ultimate Negotiator.'"

"Hmm...A school focused more on talents...interesting," Jin noted, looking up at the articles, "What else have you learned, Tsubaki?"

"Aside from more missing person cases popping up, I was able to figure this out with Kajun's help. Something...or rather someone is trying to cover this up," Tsubaki stated, bridging her fingers together as she focused on the screen, "And I feel Kibougamine is somehow involved in it."

"Hmm…" Max frowned as he looked at some of the missing person reports, "Seems the latest were part of the latest year, the 78th class."

"I know that this isn't in our jurisdiction, but…" Tsubaki began.

"Say no more. Helping with this could help improve our image for Earthlings outside of what was done during the Incursean Invasion," Max admitted, "The current principle of the school owes me a favor when he was the Ultimate Detective and ended up getting involved in an Ectonurite-run Slave Trade that I saved him from, so I can cash in a favor he owes for it."

"Good to know," Tsubaki nodded.

"I advise we keep two seperate teams," Jin suggested, "One team to observe from the outside to see anything suspicious, and the other…"

"They'll act as inside moles to inform us if they see anything out of place," Tsubaki finished, "...and I think I know two of which can help with that front."

* * *

"NOPE!" Ben exclaimed.

"NO! FREAKING! WAY!" Makoto added.

"Come on, you two…" Tsubaki sighed.

"Listen. I took that online class as Grey Matter so I can finish school, not hop right back into it!" Ben argued.

"And uh...hello? I already went to school via the Military academy and graduated!" Makoto added, "Why do we have to go back to school?!"

"Makoto, our graduate degrees come from a school that won't be open for another two hundred years," Tsubaki replied, "You are the only one who hasn't done online courses to get an equivalent out of all of us. Even Kagura did them."

"Wait, what?!" Makoto gawked.

"Yes. Besides, we've rested for long enough," Tsubaki added, "And this is a rather important mission too, and you did say you were part of the Intelligence Department in the NOL, Makoto."

"D'oh…" Makoto groaned.

"As for you, Ben, I can't truly argue about you completing online courses so you wouldn't have to return, but you and Makoto make a great team and this would be good experience learning from Makoto about what to do in this kind of infiltration where you're a human and not Bullfrag," Tsubaki noted.

"...I...guess that's true…" Ben muttered, "...and this school we're looking into and infiltrating...it's exclusive, right?"

"One of the top exclusive schools in the world, Kibougamine."

* * *

"?!" Gwen tensed suddenly, losing focus of her meditation as she opened her eyes.

"What's wrong, Gwen-san?" Sena asked in concern.

"...I don't know why, but I feel like Ben just got 'accepted' into a highly-exclusive world-famous school," Gwen muttered.

"Gwen, stop playing and tell us what's wrong," Kevin spoke up, "...unless it's about what Ben and Makoto's future selves told us about Tuesday."

"...Hold that thought," Gwen whispered, pulling her phone out before dialing in Ben's number, "Come on...pick up…"

=Hello?=

"Ben, were you recently accepted into a highly-exclusive school?"

=What if I was?= Ben asked, Gwen feeling the smirk and ego emanating off his voice.

"...It's not my school, is it?"

=Nope=

"...Harvard?"

=Nuh uh=

"Yale?"

=Nope= Ben replied before a pause went on the line =...Wait, did me being invited to attend this place called Hope's Peak make things go weird in the universe?=

"...What?" Gwen whispered, her eye beginning to twitch a bit, "Y...you...got accepted...into Hope's...Peak…?"

"?!" Sena tensed as he quickly shot behind Kevin, "I don't like where this is going…"

"Me neither," Kevin agreed, quickly putting his hand on a wall and absorbing a layer of armor while Zed ran off out the doggie door, "Smart girl."

=Well...not just me, but Makoto too= Ben answered =It's more for a mission...something about students going missing and someone trying to cover it up=

=We believe it's someone that works there or something= Makoto chimed in.

"...I….see…" Gwen noted...her eye still twitching as mana began to emanate off her.

"...Run?" Sena nervously asked.

"I'll buy you time, Shorty. Get to the Plumber base down the road and they'll send you to Max...Something tells me this place is gonna be ground zero for a magic tantrum worse than last Christmas…" Kevin replied, forming a shield as they began slowly sidestepping to the door.

=I mean it's not like I wanna go...but I mean work is work...I'm just shocked I got in...like...they almost begged me to come...which sets off a lot of Red Flags= Ben muttered =Babe, get the explosives. I think I'm gonna have to burn the place down…=

=I love you so much…=

=Later...I'm serious. I get Crimson levels of Red Flags from this…=

"..." Gwen said nothing as she hung up, taking slow deep breaths as she tried to calm down...despite the massive amounts of mana coming off of her.

"Luna doesn't get it," Luna huffed, "What's this Hope's Peak place? If Ben got in, it must not be all that."

"...Not….all….that?" Gwen repeated.

"?!" Kevin tensed, grabbing Luna before bolting out of there.

"NOT ALL THAT?!"

"Yep. It's last Christmas up to eleven," Kevin gulped.

"Luna still doesn't get it," Luna grumbled, yet still hugged onto Kevin as the Osmosian fled.

"Trust me! It…!"

***BOOOM!***

* * *

"...You had to goad her, didn't you?" Tsubaki sighed, sitting in the ProtoTRUK with Jin, Ben, and Makoto while Rook piloted it.

"Only a little...To be fair...that was the worst case scenario I pictured," Ben explained.

"What was Best?" Makoto asked.

"She passes out and realizes the school she held up so high wasn't all that," Ben smiled.

"..." Tsubaki facepalmed.

"Look, let's just go over what we've been titled as in order to go undercover in this school," Jin spoke.

"Yeah yeah…" Ben sighed leaning back, "What you guys get?"

"You four got titles. Tsubaki is having me stay here to observe anything suspicious outside," Rook explained.

"To be fair, you are a tall man covered in a layer of soft fur…" Ben spoke, "So unless we gave the excuse you got a hair condition...you'd be hard to explain."

"Does that imply some humans are also covered in a layer of hair?" Rook blinked.

"Yep," Ben and Makoto nodded.

"Fascinating…" Rook blinked again.

"Ahem! As for the titles, Magister Tennyson was able to provide them given the Headmaster of Kibougamine owes him a favor," Tsubaki stated, pulling out some student IDs before handing three of them to Jin, Ben, and Makoto.

"Ultimate Hero...yup. Kinda sounds right," Ben smirked.

"Ben, sweetie? Your ego is starting to show again," Makoto spoke.

"I have earned this one!" he declared, "I mean...I'm being dragged back to the worst place ever imagined by a vile sadist…"

"How do you think I feel?" Makoto frowned before looking at her ID, "Let's see what I got...Ultimate Brawler, eh?"

"Certainly fits you," Tsubaki noted.

"Was that a compliment or a loving jab at your best friend?" Makoto asked.

"Yes."

"So what about you and Jin?" Ben asked, "Because I think Jin would probably be the Ultimate Ice Mage given how often he makes ice."

"...At least you're not making a jab at me for that," Jin muttered, "And as for what I got...Ultimate Snow Samurai."

"Snow Samurai?"

"Swordsman and Samurai are already taken by other students still in the school," Rook informed, "And Jin would still have that title if he were a girl since another student, a Peko Pekoyama, is the Ultimate Swordswoman."

"Peko Pekoyama...huh. Try saying that three times fast," Makoto commented.

"Very well," Rook replied.

"Ah, no Rook. She didn't mean for you to say it three times fast," Tsubaki noted, "Still, I find my title fitting as well. Ultimate Commander."

"Considering your record in the Plumbers on commanding missions, it suits," Ben noted.

"It really does," Makoto nodded.

"Alright, it seems that Jin and I will be transfer students for the 77-B class while Ben and Makoto will be in the 78-A class," Tsubaki explained.

"The headmaster of the academy has provided files on your classmates," Rook informed, holding up several folders, "Please take your time to review the basics as we fly to the academy."

"Gotcha/Understood," Ben and Jin nodded as they and the girls took the folders.

"Be warned that they are also the classes that students have gone missing in," Rook added, "I have marked those missing with a red dot on the upper right corner."

"Gotcha, Rook," Makoto nodded, "...Huh. We got a pop idol."

"Ultimate Videogamer...that's a thing?" Ben blinked.

"It is, apparently," Tsubaki noted.

"They even let Yakuza and Biker Gangs into this place," Jin noted, looking at a pair of folders.

"And a princess from Novoselic," Ben added before spotting a red dot on the corner, "Seems she's one of the missing students, too."

"Hey, I've seen this girl on magazines that Noel reads," Makoto noted, looking at another folder, "I get the feeling she'll want an autograph when she learns about this..."

"Ultimate Moral Compass…" Tsubaki read, "Hmm...interesting."

"Okay so...anything...that's just it...anything." Ben spoke, "Literally anything...which makes me feel like maybe it's actually not that special of a system…"

"There's even two students called the Ultimate Lucky Student," Makoto added, holding up two folders, "Seems each class year gets one. Some sorta raffle, it seems."

"Huh...must be really good at lotteries," Ben noted.

"Yeah," Makoto agreed, "Though...the level of luck this one is for Tsubaki and Jin…" she held up a pair of pictures showing a lanky white-haired teen in either of two things: one being him holding every single soda can from a vending machine that, in the background, was partially crushed due to a truck having landed atop it; and the other showing the same teen tied up like a mummy, upside down over a fountain filled with piranhas, "...Seems it goes to two different extremes. Either super good luck or super bad luck."

"...Already he unnerves me," Jin muttered.

"...Better keep an extra eye on him then," Ben noted, "Because if someone unnerves someone like _Jinny_…"

"Don't…" Tsubaki advised, lightly pushing down on Jin's hand reaching to Yukianesa.

"Then he might be trouble…"

"Well let's just hope it ends soon," Makoto sighed.

"Plan B is still burn it to the ground," Ben crossed his arms.

"Why do you two hate school so much?" Jin asked.

"We have our reasons," the couple replied in perfect unison.

"...I forget who I was talking to," Jin deadpanned.

* * *

Behind an oak desk, a man with short black/dark purple hair in a black business suit with a purple tie was signing papers. An intercom on the desk buzzed.

=The Americans have arrived, Headmaster=

"Thank you. Please, let them in," the man replied, continuing his paperwork for a few more minutes until the door was politely knocked on, "Come in." the door opened and Ben, Tsubaki, Makoto, and Jin entered, "Excellent. I welcome you to Hope's Peak. Thank you for coming to help with what's going on. I am Kirigiri Jin, Headmaster of the school."

"Your name is Jin?" Ben asked, looking back and forth between him and Jin.

"Resist...urge…" Makoto muttered, struggling not to laugh.

"Max-san told me one of you would share a first name with myself," Kirigiri noted, looking at Jin, "However, that is not the time or place to joke. You've all read the files that I was able to provide?"

"Yes," Tsubaki replied, "It's worrying that these students have gone missing, especially an actual princess."

"We're managing to keep that hidden from the kingdom of Novoselic to prevent any dangerous actions from happening," Kirigiri stated as he pulled out four black phone-like devices, "These are your Student E-Handbooks. They act as maps, access passes, and several other functions. Due to you being involved in the investigations, these four will let you access any area in the school."

"..." Ben raised his Omnitrix up to the device as his alien device scanned it, "And all of it on my watch."

"Thank god you read the manual," Makoto noted, taking hers and Ben's and putting them in her tail.

"Convenient," Kirigiri noted as Tusbaki and Jin accepted theirs, "You'll begin tomorrow. Classes start at 8:00AM exactly. You won't have to worry much on having to attend classes."

"Wait, what?" Tsubaki asked.

"So long as you can pass your exams at the end of the year, students are allowed to do anything they wish so long as they don't leave the campus during school hours," Kirigiri informed before opening a window and held up a hand with the palm to the window.

"..." the four began to raise their brows before an American football smacked into his hand, "!"

"Sorry!" a voice called out.

"Remember to aim and throw at what you're aiming for!" Kirigiri called before throwing it back out and closed the window all while keeping his back to it, "Nekomaru just had to be one of the students that went missing. Far less objects trying to break my windows."

"The Ultimate Coach, correct?" Tsubaki asked, earning a nod.

"Do you have any information about the disappearances?" Jin asked.

"Yes," Kirigiri replied before opening his desk drawer and pulled out a card shaped like a bear's head with one side black and the other white, "We find these on their pillow on their bed, regardless of if they live on campus or at their residence outside of the school."

"...A bear?" Makoto blinked.

"A really ugly bear…" Ben muttered.

"It's like they tried to make a panda and failed," Jin snorted.

"Yet it's our only clue," Kirigiri noted, he then flinched when a green light filled the room.

"Mm…" Wildmutt snorted as he nudged the pillow out of his hand and onto the ground as he began sniffing it, "Rrraah…" he growled in a calm tone.

"Either he's saying he's got a scent...or he wants a head pat…" Makoto explained, Wildmutt nodded his head once as he held up one clawed finger, "Good boyfriend!" she cheered, scratching his head making him fall over and begin kicking his leg.

"I suggest you be careful when using that form on campus," Kirigiri warned, "We have a few students with talents related to animals."

"Rrrah!" Wildmutt complained.

"He says: 'How rude! Good day, sir.'"

"Wait but…"

"Rah/He said good day!" both declared as they left.

"...I am so sorry for those two," Tsubaki apologized.

"It's alright," Kirigiri replied, "Max-san warned me about his grandson and his girlfriend."

"You've barely seen what those two are capable of," Jin argued.

"Which is why I have them in the 78th class," Kirigiri replied before opening the window without even looking, "..." he held up three fingers and counted down on them before pointing at the window when it got to just 'one.'

"EEK/RAWRG!"

"77-A has the Ultimate Hunter," Kirigiri informed.

"How did you do this?! Not even Khyber caught us this fast! And why can't we get out of these?! ARGH! YA RAZZIN' FRAZZIN' STINKIN' ROPE!" Makoto exclaimed as Kirigiri threw a piece of chalk out the window.

"ITE!" a girl's voice yelped.

"They're students, not animals or yokai!" Kirigiri called.

"Aw…"

"But they are a Beastkin and currently an alien called a Vulpamancer," Kirigiri added.

"Yay! Added to my list!"

"I feel that if adults were Ultimates, I'd have long since become Ultimate Headmaster due to all this," Kirigiri sighed as he closed the window once more, "I hope you both take to 77-B well despite the...eccentricities...of some of the students and the homeroom teacher."

"We will do our best, sir," Tsubaki nodded.

"...How eccentric are we talking about?" Jin asked.

"Yukizome wears an apron more often than not and utilizes her talent as the Former Ultimate Housekeeper to keep the class in line," Kirigiri replied, "Think of her as a balance of personalities of Ms. Yayoi and Ms. Nanaya."

'_I'm doomed if she's more like Makoto…'_ Jin thought.

* * *

"Well….that happened," Ben muttered as he and Makoto walked along outside the school.

"What scares me is that such a tiny girl was able to catch us like that. Seriously, not even Khyber was able to do that and he's considered the Galaxy's Greatest Huntsman," Makoto noted, "Maybe there's more to this place than we thought."

"No kidding," Ben admitted as he looked around, "Makes me a bit worried we'll get jumped by someone."

"Oh please. Like th-" Makoto began.

"Ah!" Ben held a finger to her lips, "Do _not_ tempt it."

"...Oh phew. Almost…" Makoto sighed after realizing she almost jinxed it, "Heh...kinda ironic that I was the one usually stopping ya form jinxing it."

"Yep. So let's just be careful and get the layout and talk with some of the students tomorrow," Ben spoke.

"Good idea," Makoto nodded, "Though it makes me wonder how our classmates are gonna be like."

"Given that we read the files on them, it should be interesting," Ben shrugged, "Though I bet the teacher is gonna be a snorefest."

"When isn't a teacher boring?" Makoto asked.

"If they're cool, then never," Ben smirked.

"Yup. You won't believe how often I pulled the 'painted open eyes' trick in class," Makoto laughed, "...only until Tsubaki catches me."

"Really? I just found it boring, but still kept awake because the teachers all had my parent's phone number," Ben shrugged, the two unaware of someone approaching from behind.

"Ahh…still, let's hope this teacher isn't all 'full-authoritarian' and plays favorites with certain students."

"Oh I would never do that."

"GH?!" The two jumped as they quickly turned to who said that.

Before them was a young woman roughly a few years older than them. She had big, bright, green eyes with her long orange hair pulled into a ponytail with a small part on the right side of her head curled. She was dressed in a blue skirt suit with a white button shirt underneath...and a pink apron over all that.

"...Eh?"

"I tend to think all my students are my favorites," she noted with a giggle, "Ah, I'm sorry for interrupting, just couldn't help but find the new students that the Headmaster told us about. I'm Yukizome Chisa, Homeroom teacher for Class 77-B."

"77-B? Oh! You're Jin and Tsubaki's new teacher," Makoto noted, "I'm Makoto and this is Ben!"

"Yo," Ben greeted.

"Soka...Then you're both the new students in Class 78-A," Yukizome noted before sighing, "Honestly, I hope you both take it easy on Suji-sensei. This is her first year of being a homeroom teacher and when she substituted for me, I had to be called back in because she couldn't handle my students...well...she was able to handle most of them...it was just two of them that caused the classroom to be blown open that caused her to faint."

"Ahh...Well, don't worry. We're not that crazy," Ben assured.

"I hope so, Tennyson-san. I've seen your track record on the news," Yukizome noted.

"...It wasn't Harangue, was it?"

"Who?" Yukizome asked with a tilted head.

"'Reporter'? He was on TV? ...Had Major hate for Ben and any other teenage hero and tried to get everyone to turn against them?" Makoto tried to clarify.

"..."

"...He's the guy that sold out Earth to that invasion a few months back and got fired after said invaders were forced to flee and what he was intending to do?"

"Ohh~! Him," Yukizome frowned, "The Emperor actually came on TV to declare that he was permanently banned from ever setting foot on Japan. I never saw any broadcasts since we converted the old campus building into an emergency shelter and holed up there for their occupation. Though the school does have an Incursean that actually took interest in Earth's online courses and is a teacher for the Reserve Course."

"Wait, really?" the two blinked.

"Huh...guess not all Incurseans are war hungry," Ben noted, "..Then again, that was mostly Milleous' fault."

"And his brat of a daughter," Makoto added.

"We were also told about the secondary reason you're all here," Yukizome quietly spoke, leaning in closer to them, "You're really here to help find our students?"

"Yeah. I got the scent of the thief, so when I get a chance to explore, I'll be able to find them using Wildmutt," Ben replied.

"That's a relief," Yukizome sighed in relief, "Everyone in my class has been worried about their classmates since they started going missing since two weeks ago. I've had to get Teruteru to work overtime to distract Akane from going out to find those kidnapped by herself."

"Well this mystery kidnapper should be lucky...because if they even touch my friends..especially my BF…they are gonna get a one way trip to the moon via my fist," Makoto stated.

"Great!" Yukizome beamed, standing up fully, "I hope you can get along with your classmates! And welcome to Hope's Peak!"

"Thanks!" Makoto smiled as Yukizome walked off, "Well, she was certainly nice."

"You noticed the apron, too, right?" Ben asked.

"Yep. Strangely, it fits her," Makoto noted.

"...Kinda does now that I think about it," Ben admitted.

"So we go to where we're staying for tonight then tomorrow we start investigations?" Makoto asked.

"Yep," Ben replied.

"Cool. I bet the bedrooms are themed after whichever Ultimate Student is staying in it."

"Nah. I think that might be taking it a step too far," Ben joked as the two resumed walking off.

"Eh, fair. Who knows? They might just customize their rooms themselves based on their tastes and talents," Makoto shrugged.

"True," Ben nodded, neither aware of someone watching from the very top of the school through a sniper rifle's detached scope lens.

"You ever get the feeling someone's watching you?" Makoto asked.

"You mean besides Jin with a sword drawn…?" Ben asked.

"No. Like a sniper or something."

"Babe, if I could feel that, I'd have one less annoying stupid nemesis…" Ben responded.

"...Ahh. I'm probably overthinking it," Makoto waved off, "Probably another student anyway."

"I'm honestly both interested...and dreading this whole trip. Interested cause this place looks insane in every way possible, and dreading…'cause I still hate school and I know school hates me," Ben explained, "I know for a fact there is no such thing as Holiday Detention...but I still got it!"

"Yikes," Makoto cringed.

"I told the principal it wasn't my fault that giant alien blob attacked the school…"

* * *

Yukizome paced before a pair of classroom doors the next morning, the sign above reading '7-B.' She stopped when she heard footsteps and turned to see Tsubaki and Jin approach, both wearing the school's uniform.

"Good morning," Tsubaki greeted, _'The headmaster wasn't kidding that the teacher for 77-B wears an apron over her suit…'_

"Good morning. You're Kisaragi Jin and Yayoi Tsubaki, yes?"

"We are," Jin nodded.

"Wonderful!" Yukizome beamed, "Alright, please stand out here and I'll signal you both to come in to introduce yourselves. Have to keep up the belief you're both transfer students after all. Also, don't murder Teruteru, please? He's just...eccentric...is all."

"I make no promises…" Jin responded as Tsubaki elbowed his side.

"I apologize for him. He's rather-I apologize for saying this Jin-antisocial."

"I'm not antisocial...I just hate people." Jin replied.

"Ah, a cold exterior that only you can thaw out the interior fully," Yukizome noted, "I'll go greet the class now. Remember to wait for the signal."

"GYAHAHAHAHAH~!"

"What was that?" Tsubaki asked, "It sounded both painful and...aroused?"

"That was Teruteru pulled into a half nelson," Yukizome replied as if she was talking about the weather before opening the door and entered while closing it behind her, "Akane, release him at once! You know that doesn't punish him, but excites him!"

"Do we have to do this?" Jin questioned.

"Yes." Tsubaki spoke.

"Okay...Do _I_ have to do this?" Jin corrected himself.

"Also yes...in case you forget...I am the superior officer here," she smiled.

"Technically...and...ugh...it should be Tennyson...but you're so much smarter, it'd be literal suicide _not_ to put you in charge," Jin corrected.

"Ben's had a profound effect on you," Tsubaki noted.

"...Do not let him find out," Jin muttered

"Don't worry...I'll treat this as my own little victory," Tsubaki smiled.

"At least that I can accept defeat to...but never Tennyson...unless it's Magister...in which case...it doesn't count," Jin admitted.

"Okay! You can come in now, you two!"

"Of course," Tsubaki nodded as the two walked in.

"..." Jin looked over everyone else in the class for a moment, "Nope." he moved to leave once more.

"Jin, behave," Tsubaki whispered, grabbing his arm before he could step out.

"Everyone, please welcome our new students! Ultimate Commander, Yayoi Tsubaki, and Ultimate Snow Samurai, Kisaragi Jin!" Yukizome introduced with a smile to the students before her.

Tsubaki and Jin were quick to take note of the amount of students. Of the sixteen students that they had files on, only twelve were in there. Hanging over a desk wearing a chef's outfit was a short, pudgy teen tied up in rope with his face turning red from the blood rushing up it while a tall, shapely, dark-skinned girl with wild brown hair was glaring at him with her entire cleavage exposed due to her somewhat unbuttoned shirt. Another was a somewhat short girl with her long blond hair pulled into twin ponytails wearing an orange and green kimono and was sitting beside a nervous looking shapely girl with long black hair and several bandage wraps on one of her legs and arms. Tsubaki raised a brow discreetly on seeing a teen with long pink hair and his teeth filed into fangs wearing a backwards baseball hat on his head sitting near a pale-skinned teen with a streak of white in his black hair...with twelve hamsters poking out of several spots on his school clothes and long purple scarf. A young-looking teen with a sharp glare on his face seemed to be studying the two along with a girl wearing glasses with her long silver hair pulled into braided ponytails going over her shoulders. The only two not paying attention to them were a girl wearing a cat-themed hoodie playing a Nintendo DS and a young, sickly-looking teen scribbling away on a tablet.

"Oh wow!" the last of them, a girl with long black hair dyed several colors with several piercings, a spiked necklace, and ripped mismatching stockings with a ripped striped sleeve on her right arm exclaimed, "Snow Samurai? Do you fight with weapons made of ice? Ibuki is amazed! Summer must be hell for your skills!"

"...What is happening?" Jin blinked.

"Forgive Ibuki," a lanky teen with wild white hair that the two recognized from the reports apologized, "She gets so excited easily. Still, this is quite surprising. Was it just luck that we got new students?"

"Hmph. It matter not what the status is," the boy with the hamsters huffed as a very chubby golden-orange hamster on his shoulder shied away from the side Jin was standing in as , "Cham-P can feel the demonic ice that emanates from that one." an orange and white hamster carrying a sunflower seed tilted their head while looking at Tsubaki, "And San-D can tell something about the red maiden beside the winter's warrior."

"Hamsters…" Tsubaki muttered, _'I haven't a clue what he's saying...but those hamsters are just adorable…'_

'_Another idiot!'_ Jin hissed in his mind with a blank expression on his face.

"...Hey...Those names sound familiar to me…" the dark-skinned girl noted, scratching her head in thought, "Wait a second! Weren't you two part of the main group that fought off those frog guys earlier this year?"

"If we say 'yes'...will you have another outburst?" Jin asked.

"Le gasp!" Ibuki exclaimed, "We're students with two guys that fought actual aliens!"

"That's a 'yes,'" Jin deadpanned.

"Oh how wonderful!" the white-haired teen beamed, "A pair of Ultimates fighting off an invading force now here!"

"Don't be weird, Nagito," the pink-haired teen deadpanned.

'_Too late...he's already the most weird one,' _Jin thought.

"Hello. As Yukizome-sensei said, I'm Tsubaki and this is Jin. And we were part of the group that fought the leaders of the Incurseans several months ago," Tsubaki spoke with a bow.

"Hmph. You don't look like much," the young-looking male teen scoffed.

"I wonder how long it'll take to break you two," the young-looking girl pondered.

***THUD***

"No threatening to break people, Hiyoko," Yukizome stated with a smile...while having a small knife embedded in the other teen's desk, "And don't underestimate them, Fuyuhiko. Jin's title isn't a joke." she opened an eye a little to look over at the silver-haired girl that was blocking a floating shard of ice with the flat of a katana that had been aimed to graze the male teen's cheek, "As you can see."

"Jin…"

"What...I wasn't trying...It's not like he's Tennyson. I know full well he'd die if I tried for real," Jin argued.

"Wh-Wh-What the hell?!" the pink-haired teen freaked, "He just made ice outta nowhere!"

"He's like Sub-Zero from Mortal Kombat," the game-playing girl noted, looking up from her game, "He froze the moisture in the air for his attack."

"...Heh," Fuyuhiko chuckled, "Well, you've got some big balls to threaten me. Color me impressed. Alright, I'm fine with you both for now."

"I can only hope Tennyson is having as much of an awkward time as I am…" Jin sighed.

* * *

"Yo! My name's Ben!" Ben greeted the class of eleven students while standing beside Makoto at the front of the class.

"I'm Makoto! Nice to meet ya!" the squirrel Beastkin beamed, her tail wagging.

"HEY!" one of the students, a boy with short black hair and red eyes, shouted as she stood up, "What are with those cosplay items on your person? That tail is completely against school uniform regulations!"

"Oh no...These are real," Ben spoke up first, a hand quickly on Makoto's shoulder to keep her from jumping the teen, "Like...totally part of her anatomy, and totally adorable."

"Wh-What?!" the teen gawked.

"Really? Wow, that's kinda badass," a larger teen with his hair put into a pompadour and wearing a black jacket over his uniform noted.

"Yeah, heads up...we're kinda weird in a sense." Ben smiled, "Well, for sure I am."

"But you look completely normal." the teen who marched up to them noted. He then flinched as a green flash replaced Ben with Diamondhead.

"Not really." he smirked.

"Whoa! How did you do that?!" a shapely dark-skinned girl gawked, her ponytail sticking up in surprise.

"He's Ben 10," a plain looking boy with messy brown hair and a cowlick noted, "Haven't you seen the news about him, Hina?"

"Huh? That was real?!" a tall student with wild brown hair with his uniform's coat over his shoulders gawked, nearly dropping the crystal ball he was holding, "I thought all that was just something a kid made up online!"

"Trust me…" Diamondhead smirked, "I'm very real." he laughed crossing his arms, "And me and my girlfriend have been saving this world for...how long now, babe?"

"Give or take 9-10 months…" Makoto shrugged.

"Exactly," Diamondhead chuckled before changing back into Ben.

"Gee...That's kinda interesting…" a shapely girl with thick, long, bleached strawberry blond hair, blue eyes, and red fingernails noted in a depressed tone before suddenly adopting a chipper, adorable expression, "Oh gee! You both seem so neat!"

"..." Makoto and Ben looked at the teen before them and at the last one repeatedly.

'_Well...Not sure if I should get Noel that autograph…'_ Makoto thought.

"Ah, Junko has an issue with boredom, so she switches her personality every so often," he informed, "Ah!" he bowed, "Forgive me! I forgot to introduce myself as well! I am Ishimaru Kiyotaka! Ultimate Moral Compass!"

"My boyfriend could use your friendship in the event I am not around," Makoto smiled.

"Hey…" Ben complained, "That's Rook's job."

"Who is not here," Makoto smiled, causing him to pout, "Taka-kun! Keep my boyfriend from doing anything...dangerous."

"I'mma still try," Ben pouted.

"Taka-kun?" he blinked.

"You look like a Taka." Makoto explained, "Also it's part of your name."

"She's gonna nickname anyone who doesn't have a nickname." Ben explained.

"Kinda my thing," Makoto added.

"Great minds think alike!" Hina beamed, "I'm Asahina Aoi, but just call me 'Hina' for short! Nice to meet ya, Koto-chan, Ten-kun!"

"...Oh I like her already," Makoto grinned.

"Mmm…" a pale looking girl with glasses uttered, trying not to make contact with the newcomers, _'A-Another big t-tittied girl…'_

"Just ignore them…" a male student with glasses whispered to himself.

"Aw...Antisocial people to make love me as their new best friend," Makoto smiled.

"How about no?"

"Dude, trust me...you can't shake her off," Ben spoke.

"Better then you have tried," Makoto smiled.

"Owhow!" Ben laughed.

"She's got you there, dude," the pompadour-sporting teen noted, "Said the same thing to Makoto and you became friends with him."

"Huh? But I'm a girl," Makoto noted.

"Um...My name is Naegi Makoto," the cowlick teen noted, "Mondo prefers using my first name over my last like the others do."

"Ahh. Gotcha, Naegs," Makoto nodded.

'_A real live kemono-mimi...and taken by a shapeshifter...Ahh...The dangers of being around 3D women…'_ a rather plump student with a squirrely face, glasses, and his black hair neatly combed aside from a bit that pointed up in a needle shape thought.

"Name's Hagakure Yasuhiro," the tall student with wild brown hair spoke, "Nice to meetcha Bente, Koko! If either of ya wants a fortune, just ask! My success rate's thirty percent!"

"Dude...I don't think you should advertise the thirty percent part…" Ben chuckled.

"Eh? Ya sure?" Hagakure asked, sheepishly rubbing the back of his head.

"..." Naegi pulled them to the side and quietly spoke, "I know it may seem weird, but when Hiro makes a prediction, there's a one in three chance it'll be a real fortune. He actually predicted that our class would end up with a change of numbers just before students went missing."

"Really?" the two blinked.

"Yeah," Naegi nodded.

"Huh...neat," Makoto noted.

"You would think so…" the pale girl in glasses muttered.

"...excuse me?" Makoto asked, looking over at her.

"Toko's not a fan of chests our size," Hina whispered, leaning in to where a human's ear was.

"...Ears are up here," Makoto stated, pointing at her twitching squirrel ears.

"Eh...Really?" she blinked, "Well, I mean that's obvious...but I mean...I'm not used to that. Also you are a bit tall…"

"Ah, I'm just joking," Makoto giggled, "I can hear ya just fine. My ears are sensitive enough to hear a lot of things all over a building this size. Though…" she tilted her head, "It's weird, but I don't hear a thing outside of the room."

"That's because all the walls in the school are soundproof," the teen in glasses stated, adjusting them.

"Seriously?"

"It's to prevent distractions, plebeian," the teen in glasses scoffed.

"...He's a rich douchebag, isn't it?" Makoto whispered to Naegi.

"Eheheheheh...It...It's a bit more complicated than that with Byakuya," Naegi sheepishly replied.

"AH! Did winter come early?" the chubby student asked, seeing snow rapidly falling outside the window.

"...Jin…" the two Plumbers groaned.

"Hmm?" a girl with Lilac-purple hair raised a brow at that.

"He's a...I want to say 'friend,' but…" Ben began.

"He's a pretty antisocial guy," Makoto finished as Junko opened the window in time to hear Jin shouting…

"YOU GET BACK HERE RIGHT THIS INSTANT, YA GODDAMN BIMBO!" Jin snapped.

"CAN'T CATCH ME, ICEY BOY! WHOA! ALLEY-OOP!"

"HOW ARE YOU DOING ALL THAT?!"

"Ultimate Gymnast!"

"That is not gymnastics! That is more parkour!"

"..." Ben tapped his Omnitrix, "Tsubaki, you had one job…"

=Akane wanted to fight Jin and ended up pressing a button by accident= Tsubaki explained sheepishly on the line.

"And you rip on us for messing up," Makoto deadpanned.

"How the hell did the weather change so damn fast?" Mondo asked.

"Jin's the Ultimate Snow Samurai," Ben replied, "He can easily make a blizzard with just two words."

"And those are...?" the lilac-haired girl asked.

"SERIOUSLY! ALL I SAID WAS YOU'RE A TOTAL BROCON! I AIN'T JUDGIN'!"

"Summon...YUKIANESA!" Jin roared as the snowfall turned into a blizzard, forcing Junko to slam the window close just before snow could get in.

"Those," Makoto replied.

"Damn…" Mondo blurted.

"He'll be like this for a few more minutes then I'll melt it all," Ben shrugged.

"Normally, his brother is nearby to deal with him when he's like this, but no such luck," Makoto shrugged.

"Plus he doesn't seem like a school kind of guy," Ben added.

"Why?" Hiro asked.

"He seems more like a guy who prefers to go out and figure things out on the field than in a room," Makoto shrugged.

"Plus he's one of the no-nonsense type of guys," Ben added.

"So, uh...How are you gonna handle instant Winter?" Hiro asked.

"With an alien that can make supernovas," Ben shrugged.

"Wait, what?" Naegi gawked.

* * *

"..." Kirigiri sighed, pinching the bridge of his nose as Akane and Jin sat at the chairs on the other side of his desk with Yukizome bowing repeatedly, "Alright. Owari-san, no more saying that word around Kisaragi-san. Kisaragi-san...don't make the campus go through a blizzard unless it involves a high-level case such as an alien attacking that requires high levels of heat to fight at its full potential."

"Understood, sir," Jin nodded.

"Yeah yeah…" Akane muttered.

"Yukizome-sensei, take them out," Kirigiri ordered.

"Yes, sir," Yukizome replied.

"A blizzard on the first day...Not the worst event on campus," Kirigiri muttered, "That churro tornado from the Class of 56, however…" he shuddered, "The dentists rejoiced and the affected wailed in agony for weeks…"

"Did you have to do that, Akane?" Yukizome asked with a sigh of exasperation.

"Yep!" Akane beamed before wrapping an arm over Jin's shoulders and pulled him into a side hug, "If I didn't, then I wouldn't have gotten to see how awesome this guy is! You're alright, Jinny!"

"Aw great, another one," Jin groaned.

"Hey, let's go grab some food to eat! I'm starving after all that!" Akane beamed.

"...Oh god, she's l-" Jin began before Akane dragged him off, "Ahh!"

"Antisocial...Quite like Ryoma," Yukizome noted, "...Hmm...Perhaps I should ask Chiaki if she can get a Game Day going."

* * *

"Hmm...Japan certainly has quite the history," Rook noted, looking at some articles and videos, "Though...I would rather not meet these 'Asian Giant Hornets.'" he quickly shook his head as he began to watch some video footage from some security and traffic cameras, "I need to focus...see if I can find out anything suspicious. I c-"

***BOOM!***

"?!" Rook tensed, closing the other windows to focus on one displaying a now burning and destroyed monorail train, "What is this? A bombing?" he furrowed his brow as he looked at it, "This is terrible...so many lives gone in an instant. Who could have done this? ...Wait..." he zoomed in the camera on a picture of a woman seemingly calm while everyone else was panicking, "Why is this woman…?" he tensed when the screen suddenly blanked out, "?!" he tapped away on his keyboard with wide eyes, "This is...troubling." he pulled out his badge, "Magister Tennyson, my computer has been hacked."

=What?= Max asked =The firewall was made by Galvans. How could someone be able to hack into that?=

"I am unsure," Rook replied, "However, they deleted some video footage I was reviewing of a train bombing just as I was about to examine a woman calmly leaving the area despite all the panic. Fortunately, I was able to find the date and time of the explosion before it was deleted."

=Bring your computer back to the Japan HQ and we'll see about restoring the data= Max noted.

"Pardon?"

=Even if something is deleted, it's not completely gone from a system= Kajun spoke up =It will take some time to restore the data that was deleted. Give them your computer and it will be sent straight back here for us to work on=

"Understood," Rook nodded before frowning a bit, "Though now...I have a theory."

=Hmm?=

"Considering people have been disappearing from Hope's Peak and their disappearances are being covered up...perhaps whoever is behind it is the same person or people that deleted that footgate, most likely not wanting it to be seen."

=...How deep does this mystery go?= Max pondered.

"I am unsure," Rook frowned.

=Hurry and get to the Japan HQ, Rook= Max ordered.

"Yes, sir," Rook replied, putting his computer away and proceeded to drive...only for a police siren to go off, "..." he parked and the officer on a bike pedaled to a halt beside him and got off, "..."

"Son, you're aware that you were driving on the wrong side of the road, right?" the officer asked once Rook rolled the window down.

"My apologies, officer," Rook apologized, "I was unaware that driving on roads was different than in Bellwood."

"First time in Japan?"

"Yes, sir."

"Ahh...Well be careful next time."

"Thank you, officer," Rook replied, "I will do my best to be more careful."

"Good," he nodded as Rook drove off.

* * *

"Alright, time to get to work," Ben spoke as he and Makoto stood in the middle of the school's courtyard.

"Righty-o!" Makoto beamed before her ear twitched, "Hold on." she turned around to look at a corner, "Hey! I heard you over there!"

"..." the lilac-haired girl stepped out, "Your hearing is as strong as you claimed it."

"Can we help you...Kyoko, was it?" Makoto asked as the girl walked up to them.

"Let's drop all pretenses. You're not here to be students but to assist finding the missing students from the 78th and 77th classes," she stated, crossing her arms under her chest.

"?!" Ben and Makoto tensed up at that.

"My title is the Ultimate Detective," Kyoko stated, "You four showing up so soon after the students began to go missing screams that this has gone up to a level that requires external aid from an organization that only in the last year was forced to reveal itself due to the Incursean Invasion."

"...well…" Makoto began, taking a quick look around before whispering to ya, "We'd tell ya more, but...we don't know if the person possibly covering this up is overhearing us."

"Cover up?"

"We believe someone in the school is covering up the missing students," Ben explained quietly, "Considering one of the missing is an actual princess…"

Kyoko nodded, "Meaning that whoever wants to keep this covered wants to keep Novoselic out of this. Or, rather...letting this draw any negative attention to Hope's Peak."

"Yep," Ben nodded as he turned on his Omnitrix and turned into Wildmutt.

"We got a scent from the calling card of the kidnapper," Makoto quietly explained, "So Ben's gonna use his best sniffer to find them." Wildmutt sniffed around before letting out a few growls and whines, "Eh? Does that mean you can't smell 'em or that you found them and you're shocked at who it is?" Wildmutt held up one finger, "Seriously?!"

Wildmutt changed back into a frowning Ben, "I either washed away the scent after melting the ice and snow from Jin's tantrum or that was a false lead."

"Ahh mou~" Makoto pouted.

"More than likely, it's the former," Kyoko noted, "Keep the scent on hand on the off chance the next one has a different scent."

"Good idea," Ben nodded.

"We could use the assistance," Makoto noted quietly to Ben, "It would be useful to have someone that knows more about the school than we do."

"True," Ben nodded, "Care to assist then, Kyoko?"

"Of course," Kyoko nodded, "I've been performing my own investigations prior to your arrival."

"What do you have so far?" Makoto asked.

"Not out here," Kyoko replied, discreetly looking around.

"Know any quiet places?" Makoto quietly asked, "Particularly any spots where eyes or ears can't see nor hear?"

"The old school building doesn't have cameras," Kyoko replied.

"Good. Though…" Makoto paused, taking a quick look around, "We may need to stay close and remain hidden for now. Our mystery perp might be watching us as we speak."

"Which way is it?" Ben asked.

"That way. Behind the main building," Kyoko replied before a green light went off, making her close her eyes for a moment before she opened to reveal they were before an older building behind the main building with XLR8 putting her and Makoto down, "...useful."

"Th-" XLR8 began before Makoto put a hand on his mouth.

"Shh…" Makoto quietly hushed, using her tail to move Kyoko a bit as she pulled the two into the building, "...Okay. We should be good."

"What do you have?" XLR8 asked.

"You've seen the card that keeps getting left at the kidnapped's bed, right?" Kyoko asked.

"Yeah," the two nodded.

"This isn't the first time it's shown up," Kyoko informed as she pulled out a plastic bag with a burnt version of the card, "I found this at the scene of a train bombing."

"A bombing?" Makoto repeated with wide eyes.

"Yes. But what's troubling is that when I was looking at the video footage, my computer was hacked and the footage was deleted," Kyoko frowned, "I was smart enough to make copies of it, but when I went back to my room the day after, I found that it was ransacked and all but the one copy I keep on me was missing."

"Yeah...That? That is suspicious," Makoto frowned, "It's like they're really trying to cover up what happened at that train bombing. And the only connection between that and these kidnappings is that calling card."

"And unless I can get a clear track of the scent as Wildmutt, we're in the dark pretty much," Ben added.

"Hmm...Hey, Rook?" Makoto asked as she contacted him on her badge, "You got any info about this train bombing?"

=I did, but someone was able to hack into a Galvan-made firewall to delete the footage= Rook replied =I am currently at the Japan HQ in order to restore the deleted video file through sending it back to the Bellwood HQ=

"Wait. Someone was able to hack you, Rook?" Ben blinked.

"...Okay. This is starting to be too coincidental," Makoto frowned, "...Wait...what if…?"

"Hmm?" Kyoko raised a brow.

"I think whoever is behind the bombing and the disappearances...already knows about me, Ben, and our friends," Makoto theorized.

"?!" Ben and Kyoko tensed at that.

"It's the only logical answer we can come to after all that's happened," Makoto explained her reasoning.

"...Okay. We may need to warn Tsubaki and Jin," Ben spoke.

* * *

"I see...that is rather concerning," Tsubaki whispered into her badge in a spot in the school where the cameras weren't on her and Jin.

=Yeah. Whoever this guy or gal...or people are, they're good..._really_ good at covering their tracks= Makoto stated.

=Rook says they got past a Galvan firewall...a feat that is pretty scary= Ben added.

"...Then it's best we keep communication to a minimum then," Jin suggested, "If they can accomplish something like that, then there's the chance they'll hack into our communications network."

=I'm starting to think so, too…= Makoto whispered =We'll have to meet up in secret then=

"Good idea," Tsubaki nodded, "Stay safe you two."

=Can do=

"..Things have already gotten complicated," Tsubaki muttered, "Not one day and already our perpetrator is onto us, and one of the students has figured out our plan."

"What did you expect...we brought Tennyson...a world famous hero with a thousand powers at his fingertips. Of course it would be suspicious," Jin sighed.

"What's done is done. We just...need to be extra careful," Tsubaki stated

"Especially around the other students," Jin added, making Tsubaki look at him, "There's a chance one of the students could be the person behind this."

"That makes this more difficult," Tsubaki nodded, "It means we don't know who we can trust."

"At least with us…" Jin sighed, "I assume those two will trust anyone even if dangerous."

"Least the student that found us out is also suspicious about what's going on," Tsubaki muttered, "Hopefully th-"

"Shh," Jin hushed, holding a hand up as his eyes narrowed, "Someone is spying on us."

"?!" Tsubaki tensed as Jin summoned Yukianesa.

"Be ready…" Jin whispered, getting into a defensive stance as he looked down the hallway, "Whoever that is, show yourself."

"Nee hee hee. Wow...talk about all serious," a voice laughed as a figure walked out from the corner, revealing it to be a young man with a thin build and very pale skin, wearing a white suit with multiple straps around his arms and two hanging loosely around his legs while the scarf around his neck was black and white, spaced like that of a chessboard, "I was just minding my own business and you have to pull a sword out...in school no less."

"I'm going to kill it." Jin spoke.

"Down," Tsubaki ordered, lightly pushing down on Jin's hand grasping Yukianesa's hilt.

"Smart move," the young man smirked, "Don't want to upset the wrong organization."

"...what do you mean?" Tsubaki cautiously asked.

"Hmm? Oh where are my manners," the young man chuckled, "I'm Kokichi Oma, the Ultimate Supreme Leader...and trust me.." his cheerful looking face gave way to a slightly sinister looking smile, "You don't want to mess with me~ The group I lead...we're Illuminati and SHOCKER levels of secret...and just as dangerous~"

"Did...did he just make a reference to the children's TV show Kamen Rider…" Jin blinked.

"...nee hee hee! Just kidding!" Kokichi laughed as his cheerful face returned, "...or am I?"

'_...I already hate this kid,' _Jin thought, "Can I punch him, now?"

"...ah...Sure." Tsubaki sighed, deciding to give up.

"Wait what?" Kokichi blinked, he then cried in pain as Jin punched him, knocking him over.

"You held back right?" Tsubaki asked.

"Right...held...back…" Jin shook his hand, knocking off the layer of ice which covered his knuckles.

"Ow~"

"...Any ideas what class this little punk was in?" Jin asked Tsubaki.

"Not sure. Give me a second to check," Tsubaki replied, pulling out her E-Handbook as she began to search something up, "Okay...It seems he's in the 79th class...also known as the V3 class."

"V3? ...Like the roman numeral for '5' for the V?"

"Apparently so."

"Well...this place just gets weirder and weirder."

"It seems his title _is _Ultimate Supreme Leader," Tsubaki noted.

"So he wasn't lying about that part...Well...now I understand why Brutus killed Emperor Nero..." Jin muttered, "...what else is in this one's class?"

"...That's odd. It seems they're also dubbed the Ultimate Delinquents," Tsubaki muttered, "And yet some of the titles for these students contradict that."

"They must all be total pains in the ass then..." Jin sighed, "So what do we do with this brat?"

"We should probably take him to the nurse's office," Tsubaki noted.

"Do we have to?...correction. Do _I _have to?"

"Hmm…" Tsubaki responded with a glare.

"Fine…" Jin sighed dragging him by his leg...dragging his face across the floor the entire way, "If he wakes up, I'm going to punch him again."

"Ugh...honestly…" Tsubaki sighed as she followed him, _'Still...this worries me now. According to what I read on Class 79...there were a few missing students as well, yet Headmaster Kirigiri didn't tell us about it. Or rather...he didn't know...how deep does this mystery go?'_

* * *

Meanwhile, in an unknown location laid eleven pods, each one holding a different student as some lights shone down on them. It was then a shadowy figure walked out of the shadows, a rather...unsettling grin growing on their face.

"Upupupupupupupupu….this is gonna be great," the figure grinned, "A hero...an actual hero here in the school...Oh I can't wait to bring them into the bringing depths of despair."

"You are aware one of them is Ben Tennyson, right?" another spoke as they walked in.

"Oh I know...ooh~ Which means if I can get him into Despair...the entire galaxy will feel it~!"

"You think it'll be that easy?"

"Well duh. First I just mess with him...then when he least suspects it, each and every one of his friends will vanish..and when I find him...I give his friends a Punishment Time right in front of him~"

"...and you sure that won't backfire?"

"...Are you actually doubting me?" the first figure blinked a bit, "...mmm. I thought you'd do anything for your sister~"

"..."

"Besides, those old fogies behind the Kamakura project are continuing covering up the missing students and me being a 'suspect' are distracting them, meaning they do not suspect a thing~" the first figure stated.

"..."

"...You know if you keep ignoring me like that, I'll just have to make the next disappeared student that boy you like..Naegi something…"

"?!"

"Upupupupupu…On second thought, that lovely expression just made it my goal. Tomorrow, Naegi Makoto is the next target!"

'_...Naegi...be safe.'_

* * *

_GT: Hoo boy...This is gonna be something._

_SZ: Indeed..and bet you all never expected Danganronpa to be in this story/universe we created here, huh?!_

_GT: I didn't. Z0, did you? *Sees him chaining himself up* Oh right...This is in Japan. Home to so many things that Z0 wants to add._

_Z0: *mask opens* I'm failing...if you don't move it...I'm gonna make Guyver bust down the wall! Don't give me an opening...you know how many Japanese Hero manga I've read...too much man...Too much! Just look what I did to the bear *points to Monokuma's eye* I...I uh can't find the rest...that's how bad I got…_

_SZ;...wow._

_Z0: *becomes Guyver 3* Your next if you don't get your butts moving…_

_GT: Ohh...And we kinda need him for W Trigger, too...Ah well. *picks up the eye and walks off* I'll go make another body for the bear for us to destroy via cat or sentient GaiaMemory later. Read and Review, folks!_

_Z0: *snaps chains as sonic blades extend from arms* Too late...the hype is coming!_

_SZ: OH GEEZ!_


	43. Despair's Attempt Pt 2

_SZ: well..people certainly liked the anniversary chapter and our new original arc so far._

_GT: Eeyup. Mainly due to Ben turning into Stitch. Little blue guy is pretty famous._

_SZ: Oh ho yeah. Anyway, let us keep the fun time train rolling...because who knows when we'll get back to it once the serious shit happens._

_GT: Eeyup. Now then, we own nothing in this story. So please enjoy. Z0, destroy the stage in an outlandish way that freaks SZ out._

_Z0: *Jumps into the air before landing in Guyver Gigantic Dark* I've always wanted to do this, *begins forcing open chest armor as blinding light forms from within* GIGA….__**SMASHER!**_

_SZ: AH GEEZ!_

* * *

"The students in the V3 class?" Kirigiri blinked as he looked at Tsubaki.

"Yes. From what…" Tsubaki paused, keeping a cautious eye out before whispering to him, "...From what I've gathered from looking them up, it seems a few of them went missing as well. Also...I fear whoever is behind these disappearances is already onto us."

"Soka…" Kirigiri noted, taking this information in, "I wasn't aware students were turning up missing from that class as well…"

"I had a feeling…" Tsubaki whispered with a frown, earning a look from him, "It could be that no one paid attention because they're considered the 'delinquent' class, which is admittedly confusing for most of the students in that class aren't all that bad."

"True. They may get into one form of trouble now and again, but they're all good kids deep down," Kirigiri stated, "...Though I feel something off about Korekiyo...Ahem! Anyways, if it is possible, keep a close eye out on them as well."

"Of course, s-" Tsubaki began before a loud crash was heard, "?! What was that?"

"Most likely...Akane getting into a fight with someone…" Kirigiri sighed before looking outside, "...and there's no blizzard so we can rule out Kisaragi Jin."

"Then who w...wait. The gym is open for PE, right?"

"Yes. Wh-"

"WHOA NELLY!" Makoto's voice yelped as another loud crash came from the gym.

"...Makoto," Tsubaki facepalmed.

* * *

"Okay...So one of the missing was last seen here…" Makoto noted to herself a few minutes earlier as she entered a large gymnasium.

Within was dozens of different kinds of exercising equipment, exercising guides, several indoor sports areas including a boxing ring, several kinds of gymnastic setups, a hockey/ice skating rink in its own private corner and walled off from everything else for temperature control, a swimming pool for the same reasons on the other side farthest from the ice rink, and-of course-several students using them for training up their talents.

"...Well damn. This school really has it all," Makoto blinked, "...still very conflicted on...n-no no. Focus Makoto...you are on a mission," she whispered to herself, shaking her head a bit as she continued to look around, "Okay. Just gotta find some clues t-"

"WHOO!" Makoto looked over to see Akane-wearing the school's gym attire- leaping off one of the platforms used for Gymnastics, seeing her do a few flips in the air before landing down hard on a mat, "Nailed it! Okay...who's up for a spar?!"

"?!" most of the other students tensed before running to find someplace safe, leaving a confused Makoto.

"The heck?" Makoto pondered, raising a brow.

"Aw come on…" Akane sighed, seeing their reactions, "Shoulda guessed. My two spar buddies are awol and no one wants to do it."

'_I might be able to learn more about the missing students,'_ Makoto thought, "Hey, I'm up for it!"

"Hm? Really?! Great! I'm Owari Akane! Nice to meet ya!" Akane beamed before blinking twice, "Uh...What's with the…?"

"They're real," Makoto stated, her ears and tail twitching to prove it, "Name's Nanaya Makoto."

"Oh sweet!" Akane beamed, "You're the girl who fought off those space frogs earlier this year!"

"Eeyup," Makoto smirked as she pulled out an acorn, "Now excuse me so I can change into something appropriate.

"Hmm?" Akane raised a brow before Makoto let the acorn drop, causing a smoke cloud to engulf the Beastkin before it faded, revealing her to be wearing a black sports bra-like top, a pair of black and yellow gym shorts, and black running shoes with black fingerless gloves on her fists.

"Okay! I…" Makoto began before jumping up, hopping right into the ring over the others, "Am Ret-2-go!"

The other students tensed from behind their hiding spots, seeing the almost predatory look appear in Akanes eyes before she jumped high up, landing straight into the ring. One brave student, dressed as a referee, managed to be brave enough to sit at a table nearby with a bell.

"Okay Akane. Just to warn you…" Makoto began, pounding her fist together as she hopped in place a bit, "I don't know how to pull my punches."

"Fine with me. Coach Nekomaru never held back when we spared and neither did Sakura," Akane grinned, cracking her knuckles, "First one to be pinned for a count of ten loses?"

"Sure thing!" Makoto replied.

"Hajime!" the referee called, ringing the bell.

As if on cue, Akane shot out at Makoto, swinging a fist. Makoto moved to the side as Akane's fist hit the floor, denting it to the point of making a small crater.

"WHOA, NELLY!" Makoto yelped, _'She's pretty strong!'_

"Come on now!" Akane shouted, attempting a rising kick at Makoto as the Beastkin quickly dodged, "If we're gonna spar, treat it like a realistic combat condition!"

"Reali-We're in a school!"

"So? That's how Coach Nekomaru always trained me!"

'_Okay...Seems this Nekomaru guy considered spars like Max does…'_ Makoto thought before grinning as she caught Akane's punch, making a small shockwave come out of the impact, "Alright then…Just don't be mad if ya end up in the nurse's office later."

"Eh, not the first time," Akane grinned, "So let's go!"

"You got it!" Makoto replied as the two swung a fist, delivering a cross counter on one another.

* * *

"I swear I can't do anything without you and/or Makoto causing some form of havoc," Tsubaki sighed, pinching the bridge of her nose as she headed towards the gym where the fight was taking place.

"Hey. We're not that bad…" Ben spoke as he ran alongside her, "...Well...not as much recently but still."

"I'll be keeping that in mind when you cause some havoc," Tsubaki muttered, "Speaking of which, let's stop your girlfriend before sh-"

"Halt!" the two skidded to a halt...seeing Kokichi standing in front of the door to the gym while dressed as a door valet, "Tickets please."

'_Oh lord him again…' _Tsubaki sighed.

"Wait. Tickets?" Ben blinked.

"Yup! All three of the big classes-including the one yours truly is in-is attending one heck of a fight...one that's as big as the three way one with Akane, Nekomaru, and Sakura, so…" Kokochi paused as he held a hand out, "Tickets please…"

"...This is a scam, isn't it?" Ben deadpanned.

"Oh no. Would I ever lie?" Kokochi asked in an 'innocent' tone.

"It's a talent just below your title of Ultimate Supreme Leader," Tsubaki stated.

"So...scam," Ben clarified before the two stepped past him.

"...Poo. She's no fun," Kokichi pouted.

"His title is Ultimate Supreme Leader?" Ben asked.

"Despite his lying habit, he's actually quite skilled in leadership," Tsubaki answered, "He was able to turn a ragtag bunch of orphans into a globe-trotting organization of pranksters."

"He what now?"

"Do you recall Bellwood's 'Pudding Incident' of 2007?" Tsubaki asked.

"Do I ever…" Ben shuddered, "I couldn't even look at pudding for two years..." he paused, "That was him?"

"More or…" Tsubaki began just as the two stepped into the gym, only to stop when Makoto was sent flying over her and Ben, "..."

"Okay...lucky shot…" Makoto muttered, wiping some blood from her lip before shooting up and rushing back towards the ring, "Won't get me that easily! Next time, Akane!"

"...Her lip is busted," Ben noted, "Man, whoever she's fighting must be pretty strong if they managed to make Makoto bleed."

"...It's Owari-san," Tsubaki sighed, seeing who the Beastkin was duking it out with.

"The girl who made Jin make an early winter?" Ben asked.

"The very same..." the two looked over, seeing Jin sitting down at the bleachers with a few of their classmates from Classes 77 and 78,and a few students from-what Tsubaki could tell from what she read-class 79, "...Before you ask, I was dragged here by Mioda."

"Ibuki was pumped! Haven't seen Akane so excited since Neko went MIA," Ibuki grinned.

"How did this even happen?" Ben asked.

"Akane-sempai likes to challenge people she has a gut feeling on them being strong," Hina noted, sitting beside a tall, tan-skinned boy with long, unkempt brown/sap green hair wearing glasses, "It's how Sakura and I met her and how we ended up meeting Gonta here."

"Gonta was terrified when sempai attacked like an angry mother bear…" the teen shuddered.

'_Seeing how wild that Akane girl is...I can see why a big guy like him would be scared,' _Ben thought, seeing Makoto throw a punch at Akane before she ended up missing when the gymnast jumped out of the way.

"Also don't let them drink the water bottles...the brat slipped something into them," Jin stated, earning a stink eye from Fuyuhiko, "...I meant the other brat. Saionji."

"Gotcha," Ben nodded.

'_Just as many missing as the other classes,'_ Tsubaki thought, looking at the students of Class 79, _'Four missing students for each class...there's a pattern here.'_

"...Wait. Did Jin say something about Hiyoko slipping something into their waters?" Kazuichi spoke, paling a bit before shooting behind Gonta, "Don't let them get to 100 percent of a 100 percent!"

"Beg pardon?" Tsubaki raised a brow.

"Last time Akane spared with Nekomaru, she ended up drinking one of Teruteru's special corn syrups and she went Super Saiyan buff!" Ibuki exclaimed, "Next thing we knew, our class was a giant battlefield!" she laughed, "Oh man! Ibuki's song that she wrote about it was so epic!"

'_...Out of all the classes we could've been assigned, me and Tsubaki just had to be paired with the crazy ones,' _Jin mentally facepalmed.

"...I honestly feel your pain," Byakuya spoke, earning Jin's attention, "Being surrounded by people who irritate you to no end…"

"...You have no idea," Jin sighed as the bell rang.

"Okay...break time…" Makoto heavily panted, sweat and a few bruises covering her and Akane's bodies, _'Whoo boy! Seriously this gal...she is a beast in a fight!'_

"Man...I haven't felt this bruised in a long while," Akane noted, panting just as hard, yet still had a smile on her face, "I'm really liking this!"

"...heh. Honestly same here," Makot chuckled, going over to a corner as she prepared to grab a water bottle, only for Ben to pick it up, "Wh-oh hey, Ben. Came to watch?"

"Kinda, and to warn ya not to drink the waters," Ben warned, "One of Tsubaki and Jin's classmates slipped something into them. Some corn syrup or something."

"Eh?" Makoto blinked before she noticed Akane drinking from her own water bottle, "Ahh wait! Don't drink that…"

"Hmm? Why n-?" Akane began before she tensed, feeling something 'awaken' in her body. Her skin began to redden as her muscles began to grow out, steaming starting to rise from her skin.

"Oh not again…" Fuyuhiko groaned.

"Whoa! Was that magic water?" a short, red-haired girl wearing a witch's hat and a black cap gawked, sitting beside Hiyoko.

"Close, Himiko. It's a special elixir Teruteru made," she explained, mentally giving a prankish grin as Akane gave a loud roar, more steam coming straight off her body.

"She's done it! She's hit 100 percent of 100 percent!" Kazuichi freaked, "She's in her final form!"

"I bet if Kibo and Miu were here, we'd be in bigger trouble," a lanky teen with spiky purple hair with his jacket set over his shoulders with his arms not in the sleeves noted.

"Not the time to joke, Kaito," Hina noted.

"Whoa…" Makoto gawked, "Did...Did she just go Gear Second?"

"Mmm…" Akane muttered as she flexed her hand, her hair long and flowing as she stood there, "...Oh now it's gonna be fun."

"...Ishimaru, shouldn't you step in?" Naegi whispered to his classmate, unaware of a large butterfly net about to snatch him.

"I would…" Ishimaru replied, "But the last time I did, I woke up two days later and had to spend six hours assuring Mikan-sempai it was alright that she couldn't wake me up for two days."

"I can attest to that," Mondo added, "Tried to step in...got KOed fast from a double punch from Nekomaru-sempai and Sakura."

"May need to step in then," Jin sighed as he stood up, the sudden movement causing Naegi to yelp since he had been bumped into and fell off his seat and landed on Nagito, causing him to fall out of his seat and made both fall off the bleacher completely.

"Ah! You two alright?" a girl with long blond hair, a cowlick, and a musical note hairclip asked, looking over the seats to the two in concern.

"We're okay…" both groaned, swirls replacing their eyes, as no one noticed the net go away.

"It's like a coin flip when it comes to their luck…" Fuyuhiko groaned, facepalming.

"Up for round two?" Akane asked, cracking her knuckles.

'_Oh I am getting so many flashbacks to my first days of working with Sector Seven and having the big guy training me on dealing with guys like him…'_ Makoto thought, her tail sticking up straight, "...Uh, Ben? Mind passing me that w-"

***WHAP WHAP!***

"No...no chaos or havoc," Tsubaki stated, tapping her paper fan in her hand as she stood over a downed Makoto and Akane with multiple steaming bumps on their heads, "And don't even think about drinking that, Makoto."

"Ahh~" Makoto groaned, her eyes replaced with swirls.

"She took down the 100 percent of 100 percent with a paper fan!" Kazuichi gawked.

"She's used to dealing with stuff like this," Jin snorted, "Back in Bellwood, the moment that paper fan comes out, _everyone_ a rank lower than her becomes terrified that they're the target."

"Now then…" Tsubaki paused, tapping her paper fan in her hand as nearly everyone tensed up from the sound alone, "Everyone back into class..._now_."

"...such powerful authority," Ishimaru whispered before Mondo picked him up and booked it to class.

"Not you," Tsubaki stated, making Mikan yelp in fright when she pointed at her and then to the downed Makoto and Akane, "Two students are in need of medical assistance."

"Y-Yes, ma'am!" Mikan replied, quickly going over with the medical kit she had brought with her, "Oh, she just had to drink it again…She's going to be starving even more than usual after this wears off, too."

"Hm?" Tsubaki pondered.

"W-Well...The soup that causes this works by increasing the blood flow in order to provide them with more oxygen and nutrients, increasing her strength and speed," Mikan explained, "This increase leads to a higher metabolism, causing her to be hungrier than usual and could even cause temporary paralysis if she overdoes it like the first time she drank it. In all honesty, it's comparable to doping. Fortunately, you were able to stop her from doing anything too strenuous such as resuming a fight. A-As for Nanaya-san, this drink might not be good for her given her being, well…"

"A Beastkin," Tsubaki informed, "Think of it as she's human, but also mixed with animal DNA. In this case, a squirrel."

"O-Oh...I'll need to talk to T-Tanaka-san for some books on squirrel b-biology to better help her," Mikan noted before bowing, "I'm so sorry! Please don't hate me!"

"It's alright," Tsubaki assured, "This is new to you, so there's no reason to be upset. Think of it as a learning experience and a way to help improve your ability to help others."

"Oh...th-that does sound like a good point," Mikan whispered before bowing a bit, "Arigatou, Yayoi-san."

"Of course," Tsubaki nodded as Mikan hurried back to her other classmates, "...abuse."

"Hmm?" Ben raised a brow.

"Her posture for one," Tsubaki stated with a frown, "Notice how she flinches when someone makes physical contact with her. Furthermore, her outburst just now when she felt she couldn't fully assist Makoto. Remember what she said?"

"That she was sorry and begged you not to hate…" Ben began before it dawned on him, "...mental abuse."

"Who mentioned abuse?" Makoto spoke as she shot up, an instant frown on her face.

"Wow, that was fast," Ben noted.

"A blow like that only stuns me nowadays," Makoto snorted, "Still stings, though. Are you reinforcing that fan with something?"

"I'll explain later. For now, however, we're dealing with multiple issues we'll need to write a report on for the Headmaster," Tsubaki noted, "And first up is this...Why did you fight her?"

"Huh? Well, she seemed lonely for a moment," Makoto noted, "From what I've gathered from just being around her in here and that spar, Akane was good friends with two of the missing students and at times, she'd bring up how some hits I got in reminded her of spars she had with them and got more excited when I'd do something she hadn't seen before, like a little boxing with my tail. I also learned that while she's strong, the two she knows are _way_ stronger to the point she has to drink that stuff to break even. So whoever took them took two heavy-hitters."

"I see," Tsubaki noted, "...At least you were able to focus on the task at hand."

"Uh, hello? Former NOL Intelligence Department member and spy for Sector Seven," Makoto reminded, "Plus…" she looked at the now-snoozing Akane, her body back to its original state before pulling the two a bit closer and whispered, "She's been assaulted. _Sexually_."

"?!" the two looked at her with wide eyes.

"She mentions it so casually like it's nothing, that I think she doesn't know how serious it is," Makoto frowned, "Heck, she actually offered me to fondle her chest if I won."

"...I might need to talk to Headmaster Kirigiri about the personal lives of my fellow classmates," Tsubaki stated, a scowl apparent on her face.

"You do that. We'll look after her until she wakes up," Ben stated, "...Huh. Sleeps like Makoto."

"Ye-HEY!" Makoto exclaimed, "I do _not_ snore."

"You do," Tsubaki and Ben replied.

"Mmm~" Makoto puffed her cheeks at that.

"Still...I think we have a way to connect to some of the students," Tsubaki noted as she looked at Ben.

"...Why are you looking at me for?" Ben asked.

"For Class 77, we have a nurse that could use some experience with aliens and a breeder that'd be able to assist with animal-like aliens. For Class 78, we have a writer and a mangaka that'd be able to take notes and detailed drawings of aliens and experiences involving said aliens. And 79 has a student that could help said nurse with insect-based aliens," Tsubaki explained.

"...You gotta be kidding me," Ben deadpanned.

"...Actually that's not bad," Makoto noted, making him look at her, "Can think of it as bonding with more of our fellow students while also detecting any odd behaviors from one of them and possible info."

"Ahh...good idea," Ben grinned.

"And that's why I am the smart and pretty one out of the two of us," Makoto smirked.

"Hey!" Ben frowned.

"Ah, you know I'm kidding," Makoto giggled, "Though it doesn't count when you turn into certain aliens. Then you're either the smart one, the pretty one, or both."

"Damn right I am," Ben grinned.

* * *

"Any luck?" Rook asked, standing within the Japan Plumbers HQ.

"We've managed to recover it, but we've had to transfer it to a computer that can't connect to anything outside of a USB Drive," a technician, resembling a humanoid fox with three tails, spoke as she handed Rook a laptop along with his original, "When the Galvans were informed, all the computers are currently going through maintenance to update their firewall systems and other defenses."

"Good," Rook nodded, "Still...this is rather concerning. Someone was able to hack one of our computers...just because I was investigating who was behind that bombing."

"It is worrying," she agreed as a kappa-looing Plumber poked his head in.

"Magister Tennyson is on the line," the Kappa-like alien informed.

"Thank you," Rook thanked as he answered it, "Magister Tennyson."

=Rook, were you able to recover the data?=

"Yes, but it had to be transferred to an isolated computer," Rook answered, "Is everything okay, Magister?"

=Kajun was able to partially prevent a hacking attempt on our files= Max informed =While most of the files were prevented from getting accessed, they were able to access files on Ben and his alien forms along with several blueprints for Plumber tech=

"What?" Rook's eyes widened at that.

=That's not all…= Kajun spoke =I tried to search up some further information on Kibougamine...and just before I could dig deeper, we received a threat message...from the school itself=

"A threatening message from Kibougamine?" Rook asked.

=Yes...it said 'Do not dig any deeper. Kibougamine's secrets must remain hidden and the school's reputation must remain untarnished. Recall any forces you have in the school, or else swift action will be taken'= Kajun explained.

"That is worrying," Rook noted.

=Contact Ben and the others in the school as soon as you can= Max ordered =Update them on this situation=

"Of course, sir."

* * *

"Ahh...Geez, that test was boring," Makoto groaned as the second period was over with, the squirrel girl back in her school uniform.

"Yeah. My hand's sore from all that writing," Ben frowned, rubbing his wrist, "Really glad I took those classes on the different styles of Japanese writing so I could read the Sumo Slammers manga straight from Japan instead of waiting for the translations when I was thirteen."

"Fair point. Translations often screw up certain phrases," Makoto nodded, "But nevermind that. Least we were able to convince our classmates about the little get together later with the other two classes."

"True...least w-" Ben began before his Omnitrix and Makoto's badge went off, "Hmm?"

"Something must be up," Makoto muttered as she turned it on.

=Makoto, Ben, I...have some good news and bad. Good news...I was able to talk with Yukizome-sensei and Chiaki-the class representative- to help with the classroom get together and have it take place in the gym= Tsubaki spoke =Bad news….you need to hurry to the headmaster's office=

"...Okay whatever it is, we didn't do it," Ben argued.

=I will be questioning you both later on what you did that you're denying= Tsubaki deadpanned =But that's not the reason why. Just hurry to the headmaster's office at once=

"Got it," Makoto nodded as she turned her badge's communicator off, "...Really, hun? You had to say that?"

"Sorry, babe. Just...force of habit I used to do back in school," Ben admitted

"...eh. Fair point," Makoto shrugged, "Not that I blame ya...got in trouble for some stuff myself back in school."

"Like the infamous prank spree on April Fools day?"

"Eeyup."

* * *

"...I see...that is concerning," Tsubaki whispered once she and Jin were in Kirigiri's office, "And you're sure you weren't the one who sent it, correct?"

"Of course," Kirigiri replied, "I was actually checking in on the Reserve Course classes at the time the message was sent to check on Kerogin-sensei and how he's been adapting to his job."

"That's the Incursean, right?" Jin asked.

"Yes," Kirigiri replied before the intercom buzzed.

=Tennyson-san and Nanaya-san are here=

"Good. Send them in," Kirigiri replied.

"What's going on?" Ben asked once he and Makoto walked in a minute later.

"Plumbers HQ received a threat from the school and to have us head back home," Tsubaki explained.

"What?!" Makoto gawked.

"It didn't come from me considering that I was the one who asked for the Plumbers to assist in this," Kirigiri informed

"And we know the threat wasn't sent until Kajun began to dig into the school's history," Jin added, "So who could've sent it?"

"That I wish we knew...most likely it could be the same person behind the missing students and the coverups," Tsubaki surmised.

"...I have one theory if it isn't the kidnapper," Kirigiri noted with a scowl, "The Steering Committee."

"The who?"

"My bosses," Kirigiri replied.

"You have bosses?" Makoto asked.

"They're the highest authority in Hope's Peak," Kirigiri informed, "They can even override the decisions I make, such as allowing or denying people into the academy. The reason I was able to get you four in was because I went over their heads to request it from the Emperor himself in secret."

"...And now that they know about us and what we're trying to do, they're trying to get rid of us and keep the school's 'good image' untarnished, correct?" Jin asked with a frown.

"Correct."

"...So...world's most famous school is in truth one of the most corrupt places in the world," Ben noted, "...Makoto, I'm burning it down like I promised."

"I'll get th-" Makoto began before she and Ben received the paper fan to the head, "Owie!"

"No," Tsubaki frowned, "We are not burning down anything until there is no other option left."

"Aw come on…" Ben grumbled.

"Do you know where any member of the Steering Committee is right now, Headmaster?" Jin asked.

"No," Kirigiri replied, shaking his head, "Lately, they've only spoken through messages. It could be they're focused more on the campus being built in the US, but then again…" he took a quick look around before walking up to the window and grabbed the shades, "Promise me that what I'm about to tell you never leaves this room..._ever_."

"?" the four raised a brow at that before nodding.

"Good…" Kirigiri nodded before closing the shades. He then walked over to a nearby surveillance camera, shutting it off before locking the door, "...The Izuru Kamakura Project."

"The what now?" Ben blinked.

"Izuru Kamakura…" Tsubaki whispered, "...That's the name of the founder of Hope's Peak, right?"

"Yes...I've heard them talk about it once, but was ordered to remain silent on it," Kirigiri explained, "Also known as the Hope Cultivation Plan. From what I was able to overhear, the project is meant to give people who aren't Ultimates an artificial Ultimate Talent, hoping to create something known as the Ultimate Hope."

"Ultimate Hope?" Makoto repeated.

"If I guess right...most likely someone with every talent imaginable," Kirigiri guessed.

"Eh, that's kinda late for that," Makoto noted, "Ben's got that with all his alien forms."

"Yup," Ben added.

"No PDAs in my office," Kirigiri warned, rolling his eyes, "That's all I currently know about it. However, I have others also looking into the project, such as Yukizome-sensei."

"Yukizome-sensei?" Tsubaki asked in surprise.

Kirigiri nodded, "Two others are also looking into it with her and will be giving me a report tomorrow after classes are done. If it isn't any trouble, I'd like to invite all of you as well."

"While I'd be fine with it, I'm going to turn it down," Makoto shrugged.

"Same," Ben agreed.

"They're working on talking to all the students in all three classes to get a better idea on how people are getting kidnapped," Tsubaki explained.

"Ah...good idea," Kirigiri nodded.

"So long as I'm not part of that possible bed of chaos, I'll stay out and stick with Tsubaki," Jin stated.

"Eh. Your loss, Jinny," Ben and Makoto shrugged.

"...hate you. I hate you both so much," Jin frowned in annoyance.

"We know." both smiled, making him growl in anger.

"Does tormenting him make you two feel better?" Tsubaki asked.

"No...it's just fun." they both replied.

"How...do you do that so often?" Tsubaki blinked.

"Mmm-mm…" they shrugged.

"...just...just please leave," Tsubaki sighed, pinching the bridge of her nose.

"Mmkay," the two shrugged once more as they walked out.

"Those two are so in love, they are literally synched up perfectly…" Tsubaki sighed.

"It's annoying," Jin deadpanned.

"Maybe they can sense things through one another and that's why Ben always sees your attacks coming." Tsubaki muttered.

"Grr…" Jin's eye twitched at that.

"...I'll just drop it now," Tsubaki whispered.

"Please do."

* * *

"You know...for a school supposedly being the best in the world, it has some really dark secrets," Ben whispered to Makoto as the two walked down the halls, "I think Gwen might've dodged a bullet for not coming here."

"And if she did, she'd be on this case instantly," Makoto added, "...Though given this committee the headmaster works for overrules anything, they might try and make her 'disappear' too."

"They try and I'd introduce them to Grimlock or Rath personally," Ben stated, "I'm starting to think maybe some good old destruction and mayhem is what I'll need to do to this place."

"Same, but let's save it for after we find the missing students, the kidnapper, and expose this place's dark secrets," Makoto stated, "For now? Let's go meet up with our classmates and the other two classes."

"Right, " Ben nodded, "Shouldn't be that hard…"

"I feel like with this place...it both will and won't be." Makoto admitted, "Probably gonna hold some Q & A or something."

* * *

**=GAME!=**

"Ah come on!" Akane complained, dropping a control as she and Chiaki sat next to each other with everyone else watching and/or cheering on, "Rematch!"

"Or they could be doing a video game tournament or something," Makoto whispered in amazement.

"Chiaki-sempai was the one who thought of this," Naegi explained, "It's kinda nice. Nothing too crazy is going on outside of what's on the screen."

"Kazuichi-sempai even made a large 60FPS screen to play the games on!" Hina added.

"Not bad," Makoto noted.

"...Why couldn't my school be this cool?" Ben whispered.

"Because they didn't have an awesome guy like Kazuichi-sempai," Hina replied with a giggle.

"Racing game next!" Ibuki called out, "Ibuki will win this time!"

"You think she will?" Makoto quietly asked Naegi.

"With Chiaki-sempai being the Ultimate Video Gamer, we tend to think of winning as coming in second when she plays," Naegi noted.

"Well that changes today!" Kaito called out, "Today is the day the Luminary of the Stars topples the reigning champ!"

"Oh yeah?! What makes you think you can beat me in a race, Momota?!" Mondo challenged, shooting up to give him a challenging glare.

"Just who the hell do you think I am, Owada!?" Kaito argued before striking a dramatic pose, pointing his finger high into the air as his jacket seemed to blow in the 'wind', revealing the 'galaxy' within it, "I am Kaito Momota, Luminary of the Stars!"

"...I'm betting on Mondo," Ben replied simply.

"Me too!" Makoto cheered.

* * *

"Okay. Ibuki's been practicing since last time," Ibuki spoke, she, Mondo, Kaito, and Chiaki having a controller each as the countdown started on screen, "No way is she gonna be left in the dust this time."

"...She's totally gonna lose," Hiyoko and Kokochi snickered.

The green light on the game went off as Chiaki, Mondo, and Kaito's characters rode off...with Ibuki's character not moving at all.

"Wh-?! Hey! Why isn't my controller working?!" Ibuki freaked, rapidly trying to press a button to get her racer going, "Ibuki's gettin' upset!"

"Nehehe…" Kokochi snickered with Hiyoko.

"Hmm?" Chiaki pondered, playing with one hand as she held the other to Ibuki, who gave it to her, "Hmm...Ah. Batteries must have died." she gave her controller to Ibuki as she took out two AA batteries, "Here."

"Thanks!"

"Poo…" the two pouted quietly.

"...I can already tell those two are gonna be a problem," Makoto noted, overhearing their snickering and pouting.

"Doesn't help one of them tried to pull the 'tickets please' bit back when you were sparring with Akane," Ben added.

"There were tickets being sold?" Makoto asked as Chiaki replaced the batteries and began to play as Ibuki's character and a lap behind.

"Think she'll win?" Ben asked.

"Yep," Naegi replied, no one seeing a looped rope coming out of the vent above him due to being more focused on the four playing, "This has happened before and she's won."

"Grr...eat my dust, Momota!" Mondo roared as his and Kaito's characters were neck in neck for second place, closing in on the person in first place.

"IKE, MONDO!" Ishimaru shouted, wearing a bandana with the kanji for 'motivate' on it as he waved a flag with Mondo's face on it.

"...did his hair just turn white and his eyes red for a moment?" Ben blinked.

"Yep," Naegi replied.

"It's quite an interesting thing," Nagito noted as he began to walk over, "It's like his talent wants to come out so bad, it takes on a change in looks for…" his foot slipped on a dropped can, "HIIIII!" he tripped into Naegi...before both ended up going out the window.

"BWAH!" both yelped before a flash of green light went off and bandages grabbed and pulled them back in, "Phew...Eh?"

"You're welcome," Snare-Oh chuckled, the bandages on them coming from him as the rope went back into the vent.

**=GAME!=**

"Gah!" Mondo and Kaito groaned.

"Yay! Ibuki got second!" Ibuki cheered as Chiaki giggled as she had gotten first, "Wait...Chichi used my character and I used hers. So does that mean Ibuki won both second and first with her? Oh, this is rocking!" she blinked twice, "...Why isn't there cheers?"

"Huh?" Mondo and Kaito realized the same before all four looked to see the others staring at Snare-Oh, "GAH! A MUMMY!"

"Be glad there's nothing creepy under the bandages. Oh boy was I glad to learn that one as a kid."

"How did you do this?" the blond gawked as a boy wearing a baseball hat beside her was staring at the alien with wide eyes.

"Well, I wouldn't be much of an Ultimate Hero if I didn't have a way to help others," Snare-Oh chuckled as he retracted his bandages fully, "I can transform into 'Heroes,' though really they are aliens!" he laughed, "Oh and if anyone thinks it's as easy as taking my watch...it's DNA locked, me and only me."

"A watch?" Gundahm repeated, "...hold…" an aura seemed to appear on his as one of his eyes flashed red for a moment, "Did you make a contract with the celestial demons of the seventh cosmos?!"

"Huh?"

"I think he's a Chunibyo, Ben-kun," Makoto whispered to Snare-Oh.

"Sorry, no demons...just a very cranky old alien," Snare-Oh responded, "Like really cranky...and oddly cryptic...unless I take too long then he just yells at me and tells me what to do. Normally he forces me to save the galaxy from falling apart...or fight annoyingly persistent tentacle faced jerks…"

"T-Tentacle-faced?" some of them repeated.

"Outside that, he usually deals with bad guys thinking they're all that and stuff," Makoto added.

"I've had to punch a lot of crazy old dudes who control mutants…" Snare-Oh responded with an annoyed look, "Quick question: Who here has heard of a Dr. Animo?"

"Do you refer to the father or the son?" Gundahm asked.

"...Uh...Son?"

"Yes. The man messes with forces he knows not," Gundham snorted, "Truly, he dishonors the divine work of his father with his mockeries of demons he attempts to weild."

"...Yeah. Doesn't help he has some weird fascination with me," Makoto added.

"He's locked in the basement at HQ…" Snare-Oh added.

"We give him stuffed dolls to help him keep his sorta-sanity in check," Makoto added before noticing Gundham staring right at her, "...uh...what?...I don't have anything on my face, do I?"

"You are the forest familiar that the healer spoke of, correct?" Gundham asked.

"You mean Mikan?" Makoto guessed.

"Hmm...I can see why she seems concerned," Gundham noted as his hamsters poked out of his scarf to sniff at her, "Don't move."

"Huh?" Makoto blinked before Gundham had a pair of tweezers out and his hand became a blur, "!" she tensed before Gundham held them up, revealing a tick, "Ah nuts...I thought my tail was itchy."

"Here is a list of ingredients for a potion to keep these vile spawns from infesting you with their taint," Gundham advised, writing something on a piece of paper and gave it to her, "Apply it to yourself when you bathe to make a protective field to keep them away."

"Did he just give you a shampoo?" Snare-Oh asked, his eyes wide in surprise from how quickly that all happened.

"Yep," Makoto replied, "Huh...All natural ingredients, too."

"Of course. What others see as 'convenience' is a mere illusion that gives a false sense of protection and swindle your earnings," Gundham snorted as one of his hamsters sniffed at Snare-Oh before ending up poking the Omnitrix, causing a flash of light and have Upgrade replace him.

=What the heck?= Upgrade pondered, looking at himself =Okay...Gotta remember that hamster noses can mess with it just as easily as hands do=

"What's this form?" Chiaki pondered.

"Upgrade, a Galvanic-Mechamorph," Makoto answered, "As his name implies, he can pretty much upgrade any machines he melds with."

=Also hidden power is my face can shoot lasers= he admitted, =It's...not as reliable as you think=

"So it's more a situational form then…" Byakuya noted.

"Upgrades machines?" Kazuichi asked.

=Yep. Can even mess with game coding. But, uh...I don't take over video games when it's storming. Did that when I was 10 and it, uh...yeah, I just don't=

"You can upgrade video games?" Chiaki asked, stars in her eyes.

"Ooh~! You shouldn't have said that. Even Ibuki knows how crazy Chichi gets when someone does mods on games," Ibuki noted.

=Well I haven't done it since the time where I got literally sucked into the video game world…= Upgrade admitted =Again...no more doing that when there is a storm. How it even happened...not even the smart guy who made the watch knows=

"Eh heh...still that is interesting, right Nagito?" Naegi asked his fellow Lucky student..who seemed to have a neutral expression on his face as he looked at Upgrade, "...uh Nagito?"

=This is nothing...I got a new guy who's literally a Video game come to life!= Upgrade laughed, earning an excited squeak from Chiaki =Now that one I more or less know how to control. 'Cause...I spent like hours messing with his powers. I cheated at Street Fighter a lot against Makoto=

"I knew it!" Makoto snapped.

"You got a form that can rock?" Ibuki asked.

=Well, when I was ten, I used FourArms to play two guitars at once to deal with a rogue weather machine= Upgrade noted, tapping his emblem and turning into the mentioned Tetramand.

"Ooh~! This dude's buff!" Ibuki noted, "And hell yeah! Four arms for double guitar actions! Bet you could wreck a drum set with them, too!"

"Oh no that one goes to XLR8, super speed, epic beat!" he tapped the emblem again as he turned into his kineceleran form. He ran around before stopping as he constructed a drumset in the middle of the room, "If anyone asks...I borrowed it."

"Sweet! Let Ibuki grab her guitar and we can jam!" Ibuki beamed, making her classmates tense up.

"Probably best I put it back...that band looked like they were in the middle of a set," XLR8 stopped her as he dashed out and the drum set was gone, before he returned decked out in memorabilia from a concert, "I got it for a friend…" he spun around as it vanished.

"Remarkable," Gundham noted, "A shapeshifter that prefers to use their powers for others instead of performing trickery and befall misfortune upon innocents."

"Right...I do it to evil people," XLR8 laughed, "Ah...you should see the looks on the bad guys' faces when they no longer have weapons...or masks...or the loot...or pants."

"Don't do the trick…" Makoto sighed.

"I did the trick," XLR8 spoke as he had several pairs of mens pants slung over his shoulder which belonged to several of the male classmates around them.

"Ahh! My pants!" Hagakure freaked.

"Dude, the hell?!" Mondo snapped.

"Ahh! Fukawa's down!" Hina exclaimed, seeing a heavily blushing Toko on the ground, her glasses steamed over as she gave an almost slight perverted giggle.

"Did you really have to do that?" Byakuya demanded, an eye twitching.

"No more Kung Fu Panda," Makoto deadpanned.

"Ah come on. It's awesome and hilarious. You can't deny the awesomeness that is Jack Black as a panda," XLR8 argued.

"Can we have our pants back!?" Byakuya snapped.

"Sure," XLR8 spoke as he tossed them into the air, "Also dang man your wallet is heavy...felt like I smacked myself with a rock."

"I may have to retract my compliment to the shapeshifter," Gundham noted as he put his back on.

"Hey...no, yeah, that's fair…" he mumbled, "Who wants to see another one?!" he changed the subject as he slapped the Omnitrix while jumping up, "Huh...Ditto...not my first choice."

"Adorable!" almost half of the girls squealed.

"You'll never take us alive!" he declared, splitting into a dozen Ditto's as they began running about in panic.

"Just be careful not to hit one of them," Makoto advised, "If one feels pain, they all do."

"..."

"...Don't even think about it, you two," Makoto frowned, seeing the mischievous grins growing on Hiyoko and Kokichi's face.

"Aw…" both pouted.

* * *

"A project named after the founder of Hope's Peak?" Kyoko asked as she sat with Tsubaki and Jin sat in a small office.

"Yes," Tsubaki replied, "A project meant to create something called the Ultimate Hope."

"Hmm...That could correlate to a case I'm doing for one of my senpai," Kyoko noted.

"A case?" Jin asked.

"A missing persons case," Kyoko replied as she pulled out a photo, showing a teenager with brown hair and a cowlick, "Nanami Chiaki is the one who asked me to look for this student who's been missing for several months now starting a few days after the Incurseans left."

"One unrelated to the ones currently missing?"

"Yes. At first, it seemed he simply withdrew and his parents moved away," Kyoko replied, "But the facts don't add up. For one, the family's monetary issues had them barely earning enough to let him attend the Reserve Course yet they suddenly had enough to move away in just a day after their son withdrew? Furthermore, a few contacts I've made in several areas confirm that the son is not with them and seem to not even be aware they have a son."

"Someone altered their memories?" Tsubaki guessed.

"More than likely."

"...More than likely, it's the Steering Committee," Jin guessed with a frown, "They're trying to make it so the missing student never existed to begin with….maybe Tennyson had a point in burning this place down..."

"Please...don't start...at least not on this," Tsubaki sighed.

"...Fine," Jin muttered.

"So what's the kid's name and why is she wanting him found?"

"From what I was able to pick up on is that they're friends. To be more precise, the student, Hinata Hajime, is her first friend and spent an hour after classes at the fountain outside of the main campus playing two-player games together," Kyoko noted, "From the information I was able to garner from some of the Reserve Course students that were in his class, he was overly focused on talent, wanting to be able to become an Ultimate. Though he's not the only one. There's a rumor in the Reserve Course that the students there can develop an Ultimate Talent to become part of the Main Course. Even Fuyuhiko-sempai's sister is trying to become one. The 'Ultimate Little Sister' I believe."

'_Considering how we act and how she acts, Noel is more worthy of that title…'_ Tsubaki thought, "Anything else you found out about the missing students?"

"A bit," Kyoko replied.

"Anything about one of them being able to hack into systems made by Galvans?" Jin asked.

"Galvans?"

"You've seen that 'watch' of Tennyson's? That was made by a Galvan who is known for being the smartest person in not just one, but three maybe five, galaxies," Jin informed.

"Hmm...There could be one person that went missing that has that potential," Kyoko noted, "My classmate, Fujisaki Chihiro the Ultimate Programmer. Why ask?"

"Our te…" Tsubaki began before Jin stopped her, confusing the redhead before motioning to a nearby camera, which seemed to focus on them, "...They've been listening in…"

"Tch. Of course they'd spy," Jin scowled, his eyes narrowing.

"...We'll have to do this some other time then," Kyoko spoke as she stood up, "Hopefully some place where the walls don't have 'ears' or 'eyes'."

"With luck…" Jin sheathed his sword as the camera fell apart, the pieces covered in ice making them shatter upon impact with the floor, "Maybe next time we get Tennyson to draw in all of the attention." as if on cue, a Ditto opened the door and hid under the desk, "..."

"I picked the wrong form and girls in Japan are crazy about cute things," Ditto informed from under the desk.

"Be thankful you don't have...oh right you _do_ have cuter forms..." Tsubaki muttered.

"Not helping!" he complained, "You don't know how difficult it is to be a cute little creature!?"

"No, but I know how difficult it is to be that alien werewolf of yours," Tsubaki noted.

"Right. Oh, speaking of, I think I've got a good name for him: Blitzwolfer," Ditto noted before gasping and gagging, "Ah...Ah...one got caught...can't breathe…"

"Didn't you and Makoto settle on that name back in Amity Park last year?"

"...oh y-ack! Seriously! Help!"

"What would I get out of helping you out of this mess you made?" Tsubaki smiled.

"You're despicable…"

Jin said nothing as he watched, hiding the small smirk on his face.

* * *

"Okay...hands...off already!" Makoto grunted, pulling one Ditto away from a dark-tan skinned girl in an open yellow shirt.

"Mmm...I was hoping to get a cute painting of him," the girl pouted, "Just for that? You can forget getting Atua's blessing."

"Air...sweet, sweet air…" Ditto panted, "And I am a taken Splixson! No unauthorized hugs unless you're the sexy fluffy gal that is my girlfriend here."

"Which one are you?" Makoto asked.

"Six, sexy."

"Ah...the flirty one," Makoto noted.

"Baby you know it."

"Is this how harem anime protags feel?!" one Ditto shouted, currently hiding behind some cover as Ibuki rapidly looked around, "...Don't think about it, Hifumi!"

"Hmm?"

"You know what you d-"

"Found you!" Ibuki's beamed, hopping up from behind the Ditto.

"Oh no!" he panicked, running away.

"I'm shocked you haven't thought of coming together and escaping as Big Chill again," Makoto noted.

"I blame Five," Six noted as he pointed over at where Five was snoozing, lying beside Chiaki as she played a handheld game.

"...Fair point," Makoto shrugged, "Still, better find the other yous before they get hugged to death...and I developed some jealousy towards my classmates."

"You're not gonna go crazy like ya did with Attea and Looma, are you?"

"Oh no...that was them clearly trying to take you. This...is too cute for any girl with confidence can't resist," Makoto explained, "I might bonk anyone who snuggles too hard though…"

"Least some of them are holding some restraint."

"No...must..resist…" Akane grunted, digging her fingers into her skin as she resisted chasing after one of the Dittos

"Restraint or pride…" that Ditto muttered, "Probably the latter."

"Mmm mm," another shrugged, currently eating some donuts with Hina.

"Makoto...I think this is yours…" Tsubaki walked in, holding the missing Ditto.

"I plead the fifth!" he panicked.

"Was wondering what happened to you," the Ditto in Makoto's arms pondered, "...wait. Was Jin watching us choking from a tight hug?"

"Eeyup."

"He sucks…" the Ditto's all responded.

"Seriously Tsubaki, what do you see in him?"

"Come on. He's not that bad," Tsubaki argued

"Yeah...cause you've worked on him. And Ben has kinda humbled him by challenging him so much…" Makoto muttered.

"He's yet to defeat me and break the tie," the Dittos smirked.

"I bet if he was here, he'd shout: Wait and see Tennyson!" Makoto laughed, trying to copy Jin's voice.

"Wah...that's so accurate…" Jin's classmates muttered.

"Honestly you two," Tsubaki sighed, "How many did you divide into?"

"Not that many, I think," the Ditto eating a donut noted, "You have Three. Five's over there snoozing on Chiaki. Two, stop teasing Akane otherwise we'll all be feeling the agony of a broken spine like that one time with Makoto and what we did three months ago to cheer her up after a stressful day. Four's over there with Mikan and Gundham talking about Splixsons and Seven, I swear that if you try to dump that bucket on them you will regret it by me grabbing a tub of ice cream and shoveling it down. Ice cream headache be darned."

"Phooey," Seven pouted as Hiyoko and Kokichi jumped back and turned to see he had a bucket of water he was going to dump on them, "Was totally gonna post it online to make fun of 'em, too...No good moral high ground…"

"How do you even keep track of them all?" Hina asked.

"Ever since I unlocked it again a while back due to an incident involving time travelling bad guy and a pair of hands, I've noticed that when I split, the others have their own personalities based off something in me depending on the number," he explained, "For this time: Two's a taunter, Five's lazy, Four's helpful, Six flirts, Seven's a prankster, and Three is terrified of everything."

"I am no-AH! HAMSTERS IN A SCARF!" Three panicked, jumping up back into Tsubaki's arms with wide eyes.

"So...the adorable one," Tsubaki responded simply.

"Hey~" the other Dittos complained.

"...it kinda is."

"Hmm?" Kaito blinked, looking over at a girl with her raven-black hair done into twin long ponytails, "You say something, Maki-roll?"

"No...and don't call me that."

"Y-"

"You wanna die today?" she threatened, the upper half of her face seemingly shadowed over as her eyes gave a menacing glare.

"No thank you," Kaito gulped, sweating heavily.

"Good…"

"...The heck was that?" Makoto whispered, her tail sticking straight up as all the Dittos hid behind her.

"Maki's the Ultimate Caregiver and that sometimes means you gotta be fierce," Hina informed, peeking out from behind Tsubaki with Naegi.

"Fierce nothing. It felt like the Nemean Lion was staring down at us!" one Ditto exclaimed, "Or in this case...the Nemean Lioness!"

"What did you say?"

"...Bye~" all the Ditto informed before pushing the Prime's emblem together, making him switch to Big Chill, who quickly phased through the floor.

"D-Did he just turn into a moth?" Gonta asked, eyes wide.

"Yep. There are also aliens that are like insects," Makoto replied, "That was Big Chill, a Necrofriggian."

"May Gonta ask how much you know?" Gonta asked.

"Oh, there's a lot," Makoto noted before grabbing Tsubaki and pushing her over to him, "And Tsubaki is the one who knows more than me since she studies the Alien Life Form Database daily. Gonta, Yayoi Tsubaki. Tsubaki, Gokuhara Gonta the Ultimate Entomologist."

"Gonta also want to become true gentleman," Gonta added before doing a gentleman's bow, "A pleasure to meet you, Yayoi Tsubaki….um, did Gonta do that right?"

"You did," Tsubaki replied.

"Ahh good," Gonta smiled

"Aww~ He's just a big ol' Tarzan teddy bear, ain't he, Kaede?" Makoto asked.

"Must you ruin every moment?" Tsubaki asked.

"Either me or Ben...it's the rule of our relationship." Makoto smiled.

* * *

"And you are sure I must do this?" Rook asked as he watched students leaving from a building near the main campus of Kibougamine.

=Yes. It may be connected to the missing students= Tsubaki replied =Considering we have to stay on campus to investigate, you're the only one who can interview the students that know the missing Reserve Course student=

"Thank goodness for the translator in my badge to make up for the things I do not yet grasp." Rook sighed.

=The one you're looking for is the only other student that knew him: Kuzuryu Natsumi=

"...Please tell me that…"

=No, she is Kuzuryu Fuyuhiko's younger sister...meaning that, yes, she _is_ yakuza. No, you cannot arrest her=

"Is it wrong I feel ever so slightly disappointed?"

=Just focus on the task...and keep an eye out for anything suspicious. The Steering Committee will no doubt be keeping an eye on you=

"Earth road laws are so...inconsistent."

=No. I mean the people that control the school…=

"I have been out of the loop for a while now," he reminded, "And as I said...inconsistent…"

=I'll tell you more when you're able to speak in private=

"Understood, "Rook nodded as he cut communications,"Okay...which one is Kuzuryu Natsumi…?" he muttered, carefully searching though some of the students, "...I should have asked for a picture…Hmm...If she is Fuyuhiko's sister, then it could be they share similar traits." He looked around before spotting a girl around Noel's age with long hair the same color as Fuyuhiko's, the same eyes...even the same perma-blush on her cheeks, "I think I found her."

"Hm...wonder what happened to that Hajime boy?" she pondered to herself...before waving it off, "What am I worried about? He probably realized he'll never get a talent and hung himself."

"...Must I speak with her?" Rook muttered before getting out, "It is for a good cause…excuse me."

"Hmm?" Natsumi blinked as she stopped, looking over to see Rook staring at her, "...uh, yes?"

"I have some questions I'd like to ask you about a Hajime Hinata."

"...why?" she asked with an annoyed tone, "Isn't there something better you'd like to ask me rather than talk about that talentless loser?"

"It correlates with a danger your brother is in."

"...Talk fast," she ordered, eyes narrowed.

"When was the last time you have seen him, and have you noticed anything odd the day following his disappearance?"

"It was a few days after those frogs invaded," she replied, "He seemed...off. _Way_ off, even for him. I don't blame him." she frowned, "That invasion was batshit crazy, even for my family and we're yakuza. My brother was stuck in the school for the entire time and I never heard from him at all during it."

Rook nodded, "You worry for your brother a lot?"

"Of course I do! As the Ultimate Little Sister, I'm always worried for him!" Natsumi replied, patting her chest, "I nearly got the entire clan to storm the school just to get him out of there until they retreated thanks to their leader being defeated and the new one ordering the retreat. The only good thing was getting Kerogin-sensei as a teacher since he also shows things he knows about different alien races in Cultural Studies."

Rook nodded, ignoring her calling herself an Ultimate, "That is quite interesting."

"Yep! Still...Back to Hajime," Natsumi spoke, "The day before he left, I managed to overhear him saying that he was going to do something for a 'her.'"

"Her?" Rook repeated, "Do you mean Nanami Chiaki?"

"She a girl who likes to play video games a lot?" Natsumi asked, earning a nod, "I think so. Fuyuhiko-Niisan talks about her a lot since she's their Class Representative. I'm not a fan of that, but I think that Fuyuhiko-Niisan lets her be it while he does the real work in the background."

'_She's quite devoted to her brother…' _Rook mentally noted, "Thank you for the information."

"Hey," Natsumi spoke as she adopted a worried expression once she looked to see no one looking, "Is...Is something going on? Is my Niisan okay?"

"At the moment, he is safe," Rook replied, "I cannot say much, but your brother along with several others are being protected on campus by four of the people who fought Milleous, the former leader of the Incurseans."

"Really?"

"Yes."

"That...honestly relieves me," she sighed in relief, "Though...they better be careful. I've heard those that go searching deep into the school...disappear off the face of the Earth."

"We have a contingency if that happens," Rook informed, "I believe my companions said it is called 'Burn The Place to the Ground.'"

"If my Niisan goes missing, that place better have that happen to it," Natsumi frowned, "Fuyuhiko Natsumi."

"Rook Blanko," Rook replied with a nod before going back to his truck and drove off to the Japan HQ.

'_I'm going to have to talk with Niisan about this…'_ Natsumi thought.

* * *

"Tsubaki, I have made contact with your classmate's sister," Rook informed, "Are you aware that an Ultimate is in the Reserve Course?"

=Rook, she's not an Ultimate. From what I can tell, it's a coping mechanism for her since she doesn't see Fuyuhiko as often as she likes= Tsubaki informed =Did you find anything about the student?=

"Yes. She said that Hajime Hinata was acting stranger than usual a few days after the Incurseans left," Rook replied, "Apparently, his last words were that he was going to do something for Nanami Chiaki."

=I'll ask her about it later= Tsubaki assured =Have you found Hinata's parents?=

"Yes. They had moved to the northernmost part of the country. Agents have retrieved them and a specialist in memory modification has been called in from Paris HQ," Rook replied.

=Good. ...Wait. Memory modification?=

"Yes. Their memories of ever having a son are gone," Rook replied as he turned the truck down an alley, "Almost as if they never had him to begin with."

=This is troubling. Whoever took Hinata seems to have the ability to mess with one's memory= Tsubaki noted =We'll have to be careful to not end up alone on the campus then. Let us know when they recover and what you find out=

"Understood," Rook replied as he hung up before grunting as his driving turned bumpy and made him stop, "What was that?" he got out and looked before his eyes widened on seeing the tires of his truck were all popped, "My tires!" he looked back to see a strip of spikes had been set up, "What in the…?" he tensed before jumping back in time to avoid a fist and quickly deployed the shield mode of his ProtoTool to avoid a kick that made him skid back several feet, "Gh! What a fierce blow…" he looked at who was attacking and frowned as the lights of his truck were obscuring them in his own shadow and the lights, but he could see the red eyes with target-like markings in them and the long messy with with a cowlick in it, "Who are you?" he deployed his ProtoTool in its gun mode.

"Let's see if my Luck is better," the figure stated as Rook pulled the trigger...only for the gun to not fire.

"?! A jam?" Rook gasped before he pressed the trigger to change it only for the device to short out, "Gah!" the figure vanished before appearing beside him, "?!" the figure's hand was a blur and struck Rook in the back of the neck, "GRGH!" Rook collapsed right into the figure's arm.

"..." the red-eyed figure put Rook back into his truck and got into the driver's seat before easily driving it off.

* * *

_GT: Oh no…_

_SZ: Oh no…_

_Monokuma; Ha! One down bitches!_

_GT: *throws Monokuma out the window* Seems Rook's been abducted._

_SZ: Yup...not good._

_GT: Guess we'll find out who took him next chapter. Till then, please Read and Review!_


	44. Despair's Attempt Pt 3

_SZ: Be ready folks...things are about to get serious this chapter._

_GT: Yep. We gave you some peaceful chapters, now we're going into the serious chapters._

_SZ: Eeyup. We don't own anything aside fron original content, so..let us begin. GT?_

_GT: Aye! *turns to push a button only to pause at seeing Monokuma at the button* Oh, you sonuva…_

_Monokuma: Upupupupupu! *pushes the button and the stage explodes*_

* * *

"Okay, I gotta admit that the beds in the on-campus dorms are pretty nice," Ben noted as he and Makoto walked to their homeroom.

"Agreed. I slept like a log," Makoto nodded as they took their seats, "Also good to know we can at least invite a few people within the dorm for a visit. Me, Akane-chan, and Hina-chan must've gorged on so many donuts last night."

"Seriously?"

"She brought donuts covered in nuts, Ben," Makoto replied, "Like I'd turn down a good nut."

"?!" Ishimaru nearly collapsed out of his seat at that.

"What?" Makoto blinked.

"Didn't peg you for a s-slut, too…" Toko muttered.

"Woah woah woah! All I said 'like I'd turn down a good n-' oh I just realized what I just said," Makoto whispered in realization.

"..." Ben turned his head away, a fist over his mouth as he tried very hard to not crack up until Makoto's tail bopped him lightly on the head.

"You all stink," Makoto pouted.

"Hey, none of us decided to say something like that without realizing it," Mondo noted with a chuckle.

"Yeah...but Toko had to attack me with that comment earlier," Makoto argued.

"That did seem too far, Fukawa," Hina added.

"Whatever...I don't need the approval of two airheads with f-fat chests," Toko muttered as she turned her head away.

"The tsundere is strong in that one," Hifumi noted, adjusting his glasses.

"Maybe we should move on and focus," Naegi suggested before noticing Kyoko walking in, "Oh. Good morning, Kyoko-san."

"Hmm," Kyoko replied, small bags under her eyes as she sat down.

"...You party last night or something?" Hagakure asked.

"No...I was up last night reading something," Kyoko replied.

"Must have been interesting to keep your attention so late," Makoto noted.

"Possibly. May tell you what it was about later," Kyoko replied, earning a nod from Makoto.

"...What was that about?" Ben quietly asked Makoto.

"Code," Makoto replied.

"Ahh."

'_...What are those three planning?' _Byakuya thought, giving a suspicious frown at the three.

"Morning~!" Junko beamed as she walked in with a tiny crown on her head, "I apologize. Our royal alarm clock was acting wonky so…" a depressing aura appeared around her, Makoto and Ben swearing they saw mushrooms growing out of her head, "We had to put it down and buy a new one…"

"...Okay...That is some serious MPD…" Makoto muttered.

"Naegi did warn us she does that," Ben noted.

* * *

"He's missing?" Tsubaki asked.

=He never reported back in after he explained what he learned about the missing Reserve Course student= Max explained =The tracker in his Proto-TRUKK is either blocked or was disabled. We've deployed Jenny to where it was last broadcasting=

"...Is the Steering Committee behind this?" Tsubaki whispered, "...Tell Jenny to be extra careful. If they are behind Rook's disappearance, then we need to be extra cautious and..." she tensed when she saw a security camera looking right at her, "...I need to go. I fear they're overhearing this."

=Understood= Max replied =If you don't check in at the normal time, I'll give Ben and Jin permission to go with their idea of Plan B=

"Only if I don't respond to two planned talks in a row," Tsubaki replied.

=Of course. Max out=

"...Now Rook's missing…" Tsubaki whispered in concern as she began to walk off, "Is the Steering Committee that desperate to keep secrets h-" she tensed, quickly bringing her shield out to block the stab of a masked figure, "...Who are you?"

"..."

"...The Steering Committee sent you, didn't they?" Tsubaki asked with a frown, jumping back from another stab before using her shield to block the thrown dagger, "...Are they truly that desperate they'd send an assassin after us?"

"..."

'_...She's examining me…' _Tsubaki thought, staying cautious as she stayed in her spot, _'She's waiting for me to make a move...and that stance...this is more akin to a soldier than an assassin…Still, I need to be careful. One wrong move….and it's over.'_

"..." the Assassin said nothing as they jumped away, tossing one more knife at Tsubaki as she quickly deflected it.

"What a…" Tsubaki began before she heard a beeping sound, making her look down to see the butt of the knife blinking, _'?! A bomb!'_

***BOOM!***

* * *

"?!" Jin tensed the moment he heard the explosion outside.

"Ahh! Are we being invaded again?!" Kazuichi freaked, shooting underneath his desk for cover, before peeking out and looked over at the class's Ultimate Lucky Student, "...Did you make an explosive again, Nagito?"

"No."

"Oh phew...wait. Then what was that explosion?!"

"...Excuse me," Jin spoke as he stood up and rushed out of the room.

* * *

"The hell was that?!" Mondo exclaimed.

"Was that a bomb?!" Hifumi yelped, hiding under his desk.

"I've got a bad feeling about this," Makoto noted as Ben quickly slapped the Omnitrix and replaced himself with XLR8 and sped off, "Well, we'd better get going to investigate, Kyoko, since Ben's already a step ahead of us."

"Got it," Kyoko nodded.

* * *

-Tsubaki coughed a bit, pain shooting through her entire body as she tried to stand, only to grunt in pain when she felt a surge of pain in her shoulder. She managed to turn her head to see a piece of sharp metal piercing through her shoulder, blood spilling onto her burnt clothes. She wanted to say something, but the pain was making it hard for her to even speak. Even if she was trained for moments like this...experiencing a point-blank explosion was another.

"Tsubaki!" she managed to look up to see XLR8 running up to her...before he noticed her injuries, "Oh geez…"

"Ahh...B-ben d-" Tsubaki began before coughing up, a bit of blood escaping her lips.

"Easy now," XLR8 spoke, checking her over quickly, "Try to conserve your strength and I'll try to get you to Mikan quick."

"...M...masked...assassin…"

"?"

"Look out...for the masked...assassin," Tsubaki managed to get out, her eyes closing as she passed out.

"...Great. Now w-" XLR8 began before narrowly doding a ice wave from Jin, "Dude, the hell?!"

"Don't touch her…" Jin scowled, sheathing Yukianesa as he walked over and carefully picked up Tsubaki, "Shit...I'm taking her to Mikan."

"You sure? I can get her there much f-" XLR8 began before Jin shot him a murderous glare, "?!"

"There's a chance you'll reopen any wounds we can't see," Jin stated, "Did she say anything?"

"Yeah. Some sorta masked assassin in the area," XLR8 replied, looking around.

"...Then we need to be careful," Jin stated before noticing Makoto and Kyoko running up.

"Tsubaki!" Makoto gasped.

"Go and find Mikan," Kyoko advised.

"She said an assassin is in the area," XLR8 informed.

"Assassin?" Kyoko repeated.

"Yes...a masked assassin," Jin added, shooting Kyoko a glare, "Meaning we can't trust anyone…"

"...Are you seriously claiming one of our classmates is behind this?" XLR8 frowned.

"Rook went missing not too long ago," Jin stated, making XLR8's eyes widen, "And now a masked assassin attacked Tsubaki...Either it's someone hired by the Steering Committee...or one of the students here."

"We don't have time for this!" Makoto barked, "Get going to Mikan immediately!"

"...Fine…" Jin said as he walked off, shooting a suspicious glare at Kyoko before leaving.

"I'm sorry for him," Makoto apologized.

"Don't be," Kyoko replied, "It's natural for him to think that."

"I know, but…" Makoto paused as she looked around the area, "For him to claim it was one of you guys…and on top of that, a friend of ours is missing as well..." she noticed the security camera nearby, "...and if it's the Steering Committee behind this…"

"Then they're gonna be sorry," XLR8 spoke as he changed back to Ben, "For now, we'll have to play it safe and not draw any suspicious behavior…"

"Right…" Makoto agreed.

"Well...as much as a guy with a watch that lets him become all kinds of aliens, a squirrel girl with super strength, and an Ultimate Detective can," Ben noted.

"True…"

"...We may need Shuichi's assistance in this," Kyoko suggested.

"Hmm?"

"I'm not the only Ultimate Detective here in Kibougamine…"

* * *

"Easy now," Yukizome instructed as Jin carefully put Tsubaki on a medical bed, "Mikan, you're up."

"R-Right!" Mikan nodded as she looked over Tsubaki, "Good. You didn't attempt to remove the shrapnel. Wh-What was the cause?"

"A bomb," Jin replied, "Apparently, there's a masked assassin on the grounds that tried to take her out."

"E-Eh?!" Mikan gasped.

"Focus, Mikan," Yukizome advised.

"R-Right," Mikan replied as she began to get to work.

"..." Jin said nothing as he turned away, his fist balling up.

"...You did what y-" Yukizome began.

"Don't talk to me," Jin scowled.

"...I understand you're hesitant to trust me, b-" Yukizome began before Jin aimed his katana at her.

"If I find out _any _of you are behind this, I won't hesitate to kill you myself," Jin growled, eyes as cold as a blizzard.

"...Very well," Yukizome sighed.

* * *

"Magister Tennyson said I should be careful around here…" Jenny whispered, standing outside Kibougamine's gates while in her human disguise, "But...I need to try and get this info out to Ben and Makoto somehow…"

"Psst! Jen…"

"?" Jenny blinked before looking over the side, seeing Makoto against the walls near the gate, "Ma..."

"Shh. They might be watching," Makoto whispered, looking around for a moment.

"They?"

"Either the Steering Committee or the masked assassin that attacked Tsubaki."

"Tsubaki was attacked?" Jenny whispered with wide eyes.

"Yeah. Lucky for us one of her classmates is the Ultimate Nurse with a ton of medical knowledge which makes me wonder if she's the Ultimate Nurse, what would the Ultimate Doctor be like," Makoto replied.

"Phew….wait. Wh-"

"Me, Ben, Kyoko and Shuichi-two Ultimate Detective friends of ours-split up to look for any possible clues," Makoto answered, "What about you? Why are you here? ...Please tell me it's about Rook."

"You heard about him going missing?" Jenny asked.

"Yeah. Any news?"

"Well, I went to where the Proto-TRUKK was last broadcasting a signal," Jenny replied.

"Did you find any clues or anything out of place?"

"Nothing...but I did find this…" Jenny answered, pulling out a small piece of shredded tire tread, "I think whoever took Rook slashed the Proto-TRUK's tires."

"Dang...couldn't you take it to the Plumbers HQ branch here?"

"Couldn't. Moment I was near there, I spotted some men in black suits standing outside," Jenny answered, "I had a bad feeling about them, so I couldn't go near it in worry they'd learn how to access the base. I alerted the Plumbers inside of it about them and they'll let me know what happens."

"...Okay. Now I'm positive the Steering Committee is behind Rook's disappearance and that attack on Tsubaki earlier," Makoto frowned, "...Really tempted to have Ben and Jin burn and freeze the school down."

"Isn't that overreacting?"

"Jenny...Rook is missing and one of my best friends got injured...no way in HELL am I gonna let that slide," Makoto scowled.

"Okay, fair point."

"Hai…" Makoto nodded, "...I need to head back and resume my search. If you find anything out Jenny, let me or Ben know."

"Got it," Jenny nodded, "Stay safe, Makoto."

Makoto nodded as she rushed off, Jenny leaving in the opposite direction as she quickly dropped the disguise and flew off.

* * *

"Ugh...nothing," Ben sighed, standing in one of the hallways of the school, "Whoever that assassin was, they're good at hiding."

"BWAH!" Ben jumped and turned in time to see Naegi tumbling down the stairs he just walked past, "GUH! ...Ow…"

"Everything alright?" Ben asked as he helped Naegi up.

"Y-Yeah...Tripped on my shoelace…" Naegi assured, "Is everything okay?"

"My friend Tsubaki got attacked by someone with a bomb," Ben explained.

"R-Really?!" Naegi gawked.

"Yeah. That was what the explosion earlier was about," Ben noted, "And we don't have any leads where they went."

"Really? Um...I-I'm sorry, but isn't there a form in your watch that'd let you find them?"

"Not really. The explosion might've messed with the scent so I can't follow with Wildmutt or Blitzwolfer," Ben noted before pausing to think, "...I think I do have something. Come on."

"Eh?"

Minutes later, the two were at the scene of the crime. Ben turned on his Omnitrix and selected a form before pushing down on the button. In a flash of green light, Clockwork replaced Ben.

"If you see Makoto, Jin, or Tsubaki, do _not_ let them near me or in my sight," Clockwork advised, "I get sick and will end up making a time portal that will bring something or someone from a different time here."

"Um...Right," Naegi nodded, "But...What is this form?"

"Clockwork," he replied, "A Chronosapien and lets me have power over time. I don't know all that I can do with it, but one thing I can do is make a 'replay' of sorts."

"...An alien that has power over time...wow," Naegi whispered in amazement at that.

Clockwork nodded. He reached up to the gear on his hand and turned it around a few times. It began to spin and a box of green light formed around the area. For a moment, nothing seemed to happen...and then green versions of people appeared, moving backwards in their actions. It got to the point where smoke from the explosion was covering the place before it shrunk down back into its original state, exposing the shocked Tsubaki and the masked assassin. The scene halted at that, letting them have a perfect view of the assassin.

"Okay...zat must be the assassin…" Clockwork noted, "They're wearing a suit and gloves, so I can't tell the gender nor find any possible fingerprints...hmm...but that looks like a combat knife, the same type soldiers seem to use…" he muttered, "...Why would an assassin use knives made for soldiers? ….Vait...what if..."

He turned back time a bit more, the assassin walking away from the unaware Tsubaki as they moved to the side of the school building. Clockwork cautiously approached and peeked over, seeing the assassin 'removing' their mask and see who it was.

"...Vait. Zat's one of the missing students…" he whispered, seeing Mukuro stand there as the scene froze once more.

"Eh?" Naegi pondered as he looked, "Mukuro?! But...But why would she attack Tsubaki? Where has she been?"

"Girlfriend?" Clockwork asked.

"E-EH?! Iie, iie, iie!" Naegi argued, shaking his head rapidly with a heavy blush.

"You sure, man? You can tell me."

"R-really, we're just friends!"

"Like you and Kyoko?"

"...Now I feel like you're just teasing me at this point," Naegi whispered.

"Zat's what friends do," Clockwork chuckled before looking back at the past image, "But seriously, zis is one big clue…What iz her title again?"

"Um...Ultimate Soldier," Naegi replied.

"Meaning zat she more than likely obey those higher zen her," Clockwork noted, his eyes narrowing as he started to continue to rewind and follow Mukuro's past self retracting her steps.

"What are you doing?" Naegi asked.

"Finding where she came from," Clockwork replied, "It's a bit exhausting doing zis and drains the Omnitrix, so I'll need to do zis as quickly as possible. Furthermore, I can run into Makoto, Jin, or Tsubaki while I am like zis."

"Ahh...good idea."

"Aye. Now l-" Clockwork began before seeing Mukuro blending with the crowd, "...Nein nein nein!"

"Eh?"

"She must've blended in with the crowd before splitting...meaning I can't tell where she went without disrupting the crowd."

"...Can you?"

"I can, but by the time I do, the Omnitrix will run out and I'll change back before we can resume," Clockwork replied, causing him to sigh and change back into Ben, "Was there anywhere she often hung out outside of the classroom?"

"Mmm...I can think of one place," Naegi replied.

"Good," Ben nodded before turning on the communicator, "Makoto, Jin, do not come near me for a bit. I'm going to be using Clockwork to do some sleuthing."

=Affermitve=

=Got it= Makoto nodded =Just stay safe, Ben-kun=

"I'll try, but you know my luck," Ben shrugged as he hung up, "Alright, let's go check out that spot."

"Got it," Naegi nodded.

* * *

"Thank you for cooling down the room. I-It really helped with removing the shrapnel in her," Mikan thanked.

"Hmph."

"Ahhh! I-I'm so sorry! P-P-P-Please don't hate me!" Mikan whimpered, bowing repeatedly.

"...Tch," Jin scoffed as he turned away, looking at the bed-ridden Tsubaki as she slept, "...Thanks..."

"Eh?"

"I said thanks...for saving her, I mean," Jin muttered, "...Also the rest of you can stop staring…"

"Eh?" Mikan blinked before looking at the doorway...seeing her classmates peeking in.

"Hey, you're our classmates. Of course we'd be worried," Akane stated.

"...And yet it feels like you still don't trust us," Peko noted.

"Eh? Why man?" Kazuichi asked.

"...I can't say…" Jin answered.

"...It has to do with our missing friends, isn't it?" Chiaki guessed.

"..." Jin scowled a bit, "This doesn't concern any of you."

"...Fine. See if we concern ourselves with you or Ms. Prim and Perfect," Hiyoko huffed while Gundahm seemed to notice one of the cameras in the room mainly focusing on Jin and Tsubaki.

"Devas," Gundahm whispered before his hamsters shot out of his scarf and pounced on the cameras, covering the lenses with their forms.

"...The hell was that for?" Fuyuhiko asked.

"It seems that darker forces far fouler than mine are attempting something upon our new classmates," Gundahm informed.

"..."

"...Wait. So that means…" Kazuichi began.

"They were being spied on…" Yukizome sighed.

"Sensei?" Akane raised a brow.

"...Step out of the door way," Jin ordered, making them blink before they did so, just as a wall of ice covered the doorway, "...The Steering Committee."

"Eh?"

"They're trying to keep the missing students a secret while trying to force me and the others away," Jin explained before scowling a bit, "And it's possible they have one of the students here as an assassin to come after us."

"?!"

"Oh, I knew those old fogies were creeps!" Hiyoko seethed.

"I ain't above laying the smackdown on old men," Akane growled, cracking her knuckles.

"Don't even think about it," Jin stated, "If you attempt to try to go against them...there's a chance they'll make it so you all never existed to begin with...like with Hajime Hinata."

"?!" Chiaki's eyes widened a bit at that.

"Who?" Akane asked.

"Her boyfriend," Jin stated, motioning to a now red-faced Chiaki who was trying hard to keep her face hidden behind her DS, "He was part of the reserve course before vanishing."

"...wait. So does this mean the other missing students from the other two classes…?" Teruteru began.

"Were taken much like him? Most likely yes."

"AVRIL LAVIGN!"

"Sh…what?" Jin blinked a bit at that.

"He usually does that when he freaks out," Kazuichi explained, "Still...this is too freaky...and explains so much why I haven't seen Miu trying to one up me….wait. That might also explain why Miss Sonia has vanished!"

"It's disturbing," Yukizome admitted.

"Is the headmaster involved with this?" Peko asked.

"No. He was the one who called for us to come help find the students," Jin replied, "He had to ask the Emperor's assistance so he could apply us here...and the Steering Committee is trying to overrule that and force us to leave by any means necessary."

"...They are aware one of you guys is Ben 10, right?" Kazuichi asked.

"That tells you how much they don't want them here," Fuyuhiko noted, "If they want the guy known for saving the world dozens of times, probably thousands, away from here, you know that what they're doing is worse than we're thinking."

"That we can agree on," Jin nodded a bit.

"...Perhapes forcing Ben 10 away is a good thing," Komaeda finally spoke, making everyone look at him, "He claims to be the world's hope...but that's only because he has that watch of his to transform…"

"...You're not saying he's a menace like Harangue, are you?"

"...One second," Akane noted before her fist slammed down hard on the top of Nagito's head, making him fall over with a large smoking bump, "Bad." she looked at Jin, who raised a brow, "Dude is a bit of a fanatic when it comes to hope…"

"I tend to see his watch as an extension of his skills like my blade," Peko noted, adjusting her glasses.

"And he's a pretty chill guy after we all hung out with him," Akane added, "Plus his GF makes a pretty good sparring partner, too!"

"...tch…" Jin scoffed at teh first part.

"...D-do you hate him?" Mikan asked.

"...No I don't," Jin replied.

"Then why act so hostile towards him or when he's brought up?" Chiaki asked.

"...ugh. He's annoying, reckless, braindead at times, and won't shut up…" Jin answered, "He's like Nanaya….which is probably one of the reasons why those two get along so well…"

"...and…?" Yukizome urged him to continue.

"...and when things are serious...he's a good leader, and he tries to find the best option possible without killing anyone in battle," Jin admitted, "He annoys me to no end...but...he's probably one of the only male friends I have…" _'In this timeline, at least…Makes me wonder if Taro is his descendant...I hope not...'_

"See? You can get along with people," Yukizome spoke, making Jin look over at her, "I could tell Tsubaki believed it, too, that deep down behind all that brooding, ice and snow...lies a good soul that just wants to get along with people…and after seeing so much concern from your fellow classmates...do you truly believe one of them is the person that hurt Tsubaki?"

"...no...no I don't…" Jin sighed, "Which leaves the Steering Committee, the 78th class, and the 79th class as possible culprits."

"Eh? Wh-"

"Because out of all the classes here in Kibougamine, your class and the ones I've mentioned are the most eccentric and the other missing students are part of said classes."

"That is true," Chiaki noted, "All three classes have missing students."

"My money's on that Enoshima girl," Fuyuhiko snorted.

"Enoshima?" Jin repeated.

"I grew up in a family of Yakuza and raised to be Yakuza," Fuyuhiko replied, "You don't think I'd learn how to get a feeling about someone hiding something from others? With her, it's always been this bad feeling. It's why I never try to be alone near her."

"...h-he's got a point," Teruteru spoke, now shaking a bit, "I like women as much as the next fellow, but Junko? ...There is something not right about her…"

"She creeps me out more than Korekiyo...and that's saying something," Hiyoko admitted.

"...Come to think of it, she was absent during the time all three of our classes united together," Gundahm recalled, "I have not seen her whenever we congregate aside from a very rare occasion or two. It is as if the light that emanates from all of us together that even coaxes a light hidden beneath my own darkness sickens her."

"...I see…" Jin frowned before pulling his communicator out, "...Keep a close eye out for anything suspicious…" he ordered his classmates before turning his comm on, "Tennyson, Nanaya, have either of you or Kirigiri found any clues?"

=I found Jenny and found out Rook's tires were slashed= Makoto answered =Also found out some guys in black suits are standing outside of the Japan Plumber's branch's HQ=

"Most likely the Steering Committee's doing…" Jin frowned, "What about you, Tennyson?"

=I think I have a lead on our mystery assassin= Ben replied =But, well...If I say anything, you might just make a blizzard and Makoto...yeah…=

=Oh, I wouldn't do...actually...yeah, probably not tell me if you're uncomfortable with saying who might be the guy or girl=

"...It's fine. I may have found a culprit myself thanks to my classmates," Jin stated.

=Really?=

"Yes. Enoshima Junko."

=...Dude, you're kidding, right?= Ben asked =I mean...sure, she's crazy with that MPD of hers, but I doubt she's behind this=

"Then let me retort with this...did either of you see her at the get together the other day?"

=...Uh…=

"See? Same tone," Jin muttered before speaking aloud, "She wasn't there, was she?"

=...No...no she wasn't…= Makoto whispered.

=I'd argue with 'there were so many students there with us at the meet up'...but now that you say it...I didn't see any sign of her...at all= Ben added.

"And I bet if we ask the others, they'd note the same thing," Jin noted.

=Good thinking= Makoto nodded

=And funny timing actually...Naegi's here with me= Ben added =Say 'Hi,' Naegi=

=Uh...hi=

"..."

=...I kinda bumped into him while he was searching= Naegi explained.

=Wouldn't have thought of using Clockwork to look at the scene without him= Ben noted.

=...D'oh! Of course!= Makoto groaned, everyone hearing her facepalming =The one form you can't use around me or most of the others without getting sick is the one thing you needed=

"Did you find where the Assassin originally came from?" Jin asked.

=Kinda...but we lost them in a replay of a crowd and searching the school grounds right now= Ben explained

"Tch. Of course...They're covering their tracks…" Jin frowned.

"How's he tracking them?" Akane asked.

=Clockwork. It's an robot-looking alien that can manipulate time. I used Clockwork to do a replay of the attack. Aside from the bomb, Tsubaki did a pretty great job defending herself= Ben explained.

"Tennyson…"

=I know, I know. I was using that replay and going further back to follow her would-be killer and lost them in a replay of a crowd. I do have a lead thanks to Naegi, though. So when we get to where we're going, gonna turn back into Clockwork and replay there to see if they were there=

"...Moment you find them, let me know," Jin stated, "Nanaya? If you run into Kirigiri, inform her on what's happening."

=Gotcha. Was gonna meet up with her and Shuichi in a few minutes for a sit-rep=

"...Situation Report?" Teruteru guessed.

=Yep!=

"Be cautious. If Enoshima is behind this...then there's a chance she's watching from nearby or observing us from somewhere hidden," Jin said.

=Got it=

"And if you can...question some of the students from the 78th and 79th classes."

=Even Kokichi?= Ben asked

"...Even that lying little gremlin, yes," Jin sighed.

"Ah, he's a laugh riot!" Akane laughed.

"I beg to differ…" Kazuichi muttered, "Those faces he makes are freakin' nightmare fuel…"

"...Ugh whatever. Update me when you find something out," Jin sighed.

* * *

"Can do. Makoto out," Makoto nodded as she hung up, "Okay...This is starting to get heavy."

"Makoto," Makoto looked over to see Kyoko and Shuichi approaching her, "Did you find anything out on your end?"

"Yeah. Ben has a form that I can't get near otherwise he'll get sick the moment he sees me," Makoto explained, "It has this time manipulating power and he's using it to find the assassin by 'replaying' their movements. And we have a big ol' suspect for this case."

"Y-You do?" Shuichi asked.

"What do you two know 'bout Junko? Outside of her MPD, I mean."

"...hmm…" Kyoko began to ponder, "Honestly nothing...she's always been so secretive...and that worries me."

"...Umm...I think she and Mukuro are sisters," Shuichi noted.

"Huh?"

"I remember reading an old interview, one of her firsts, and she mentioned she had an older sister named 'Mukuro' that she hadn't seen in years,"

"...Wait. Mukuro...that's one of the missing students," Makoto noted, "Kyoko, did Junko act any different after Mukuro disappeared?"

"...No. Come to think of it, she didn't," Kyoko replied, "Then again...she gets bored so easily that she changes personality every few minutes."

"...Come to think of it, one of the first people to disappear after the Incursean attack was Ryota," Shuichi recalled.

"Ryota?" Makoto repeated.

"The Ultimate Animator," Kyoko explained, "His goal is to make animation to give hope to everyone."

"...Hope to everyone…" Makoto repeated, "...Did Junko show any odd behaviors around h-"

"Upupupu~"

"?!" the trio tensed.

Within a matter of instance, something fell out of a nearby grate, revealing it to be...a black and white teddy bear. It wasn't a panda, but more that it was split down the middle in color. The left side was pitch black with a red eye resembling some sort of bat wing-like thing with a massive smile while the other side was pure white with a tiny black eye and a closed smile.

"...The heck?" Makoto blinked, "A...teddy bear?"

"I ain't no teddy bear," It spoke, making the trio tense, "I am the one and only Monokuma, and as of today...I am your new Headmaster!"

"Say wha…?" Makoto began to ask before a blast of green-tinted smoke shot out of Monokuma's mouth and hit all three, "?!"

"Nighty-nighty~!" Monokuma snickered as the trio collapsed.

* * *

"...Something doesn't feel right," Ben spoke, stopping just as he and Naegi approached the 79th classroom.

"Hmm?" Naegi blinked, turning to look at him, "What's wrong?"

"Doesn't it sound too quiet?" Ben asked.

"...It does…" Naegi whispered, "...something must've happened."

"...Stay behind me a-" Ben began before tensing, feeling a knife suddenly against his neck, "?!"

"Don't move…" Maki whispered from behind him.

"H-Harukawa-kouhai?!" Naegi gasped.

"I'm not...trying to hurt you…" Ben grunted.

"..." Maki said nothing as she rolled up his sleeve, seeing the Omnitrix, "...transform."

"Huh?"

"You came by earlier and shot sleeping gas into the classroom," Maki stated, "If it is you, Ben Tennyson...transform."

"..." Ben turned on the Omnitrix and turned into Clockwork...which caused an amusing side-effect of her being lifted up and having to hold onto him with her free arm, "Zis proof enough?"

"...Yes," Maki replied, removing her knife and getting off, "Sorry for that."

"Good thing my last pick was Clockwork. Now let's see what you saw, ja?"

"Eh?"

"Clockwork can 'replay' things in a green color," Naegi explained as Clockwork's 'key' began to spin, "...Ano...Where did you get that knife?"

"...I can't say."

"...Eh? Wh-"

"Do you want to die that badly?" Maki threatened.

"?!" Naegi tensed as he shook his head as the hallway became tinted in green.

"Now let's see vhat happened," Clockwork noted as green-tinted versions of themselves appeared and went backwards in everything they did.

The green copy of Maki went back into hiding as the copies of Ben and Naegi walked backwards away. Time kept going back until Clockwork paused it and gave a look of disbelief. The figure wore the same attire as him...but they were...well...ahem…'big boned' with rosy cheeks...and a watch that looked almost exactly like the Omnitrix.

"Wow! It is you!" Naegi gawked.

"...I am not big boned," Clockwork deadpanned.

"...Ultimate Imposter," Maki frowned.

"Excuse me?" both asked.

"I met 'myself' once," Maki explained, "So I spoke to the Headmaster and he explained that they were the Ultimate Imposter. They're so skilled that they don't even have a name and as you can see…"

"No one but ze person they're copying vill notice zat they're not the real person or ze fact zat they're big boned," Clockwork groaned.

"Exactly," Maki nodded, "...There's a chance they've also hit the 78th class.".

"Huh? What're those?" Naegi asked, looking at the end of the hallway.

"Hm?" Clockwork looked and rewound it a bit for a better view...revealing it to be a lot of Monokuma struggling to carry a passed out Gonta down the hallway, "A strange looking teddy bear bunch."

"...Those look like the hairpins in Junko's hair that she got after the invasion," Naegi noted, "Well...unless you break them in two and combine the two halves of each part."

"Hmm...Come. We need to follow," Clockwork noted, "Both of you stay close. I vill protect you both if need be, but make sure to also keep a lookout behind us in case we are being followed."

"Understood," Maki nodded.

* * *

"Mmm…" Rook grunted as he slowly began to open his eyes, "That...was unpleasant…" he whispered before taking notice of the room he was in...completely void of any windows and a solitary light on the ceiling, "...where…"

"So...you've finally awoken."

"?!" Rook tensed as he looked ahead, seeing a familiar pair of red eyes staring at him, "...you."

Said eyes belonged to a lanky teen with long, wild dark-brown hair. He wore a formal black suit with a white button shirt and red tie. Now that he had a better look, the teen's eyes and face were dull, as if he was completely bored of everything. On the floor in all of its pieces was Rook's Proto-Tool.

"From the way several components are welded, this was modified by yourself in several different ways," the teen noted before Rook blinked and it was suddenly reassembled.

"...who are you, and where am I?" Rook asked, "...More importantly, why did you attack me?"

"...Why are you and your comrades looking into something that is not your concern?" he asked back, "None of you are affiliated with the school nor do you have anything to do with it."

"It is because we were asked to assist in finding the missing students," Rook replied, "Anyone would be concerned over people going missing without any reason."

"...There is a reason," he replied, making Rook blink, "My partner...wishes to see which would prevail. Hope...or Despair."

"Hope or Despair?" Rook repeated.

"Yes...I don't care either way...life is boring."

"...Life is...boring?" Rook repeated, "How so?"

"No matter what threat comes peoples ways, it gets taken down...only for a new threat to take its place. If a new piece of technology is created...people immediately grow bored of it the moment something new comes up or its outgrown its usefulness...people create bonds, only for those bonds to fade and those people outgrow each other…" he explained, "Life is too predictable...life is too boring."

"Really?" Rook questioned, "I do not see it. When I came to Earth, I expected it to be completely different. Yet each day, something happens that leads me to learning something I did not know the day before. Then again...I live with people that no one can fully predict."

"...Even unpredictable people can become predictable," the teen argued.

"Perhaps," Rook agreed, "But something will always happen that will just bring something new to the life of someone. You have never met a Revonnaghander until you kidnapped me, correct? And you have never seen a device like my modified Proto-Tool, have you?"

"...I have not, and yet…" the teen paused, looking at his wrist, "The people who turned me into this...they made me to be the Ultimate Hope of Earth...to replace that hero Ben Tennyson and claim his watch as my own."

"Beg pardon?" Rook blinked.

"They believe he was unfit to wield such a device, claiming that it belonged in the hands of someone they see more fitting...their Ultimate Hope."

"That is impossible," Rook stated, "The Omnitrix is bonded to Ben's genetic code. It will not work for anyone but him or any children he has."

"They took account of that possibility...two of the many talents that was encoded into me was hacking and impersonation…."

"..Impossible. There is no way…"

"Are you sure about that?" the teen spoke in Ben's voice, making Rook tense a bit, "But...even if I obtained the Omnitrix...it wouldn't change anything. Life would still be boring..."

"...I believe I understand," Rook noted, "You have so much talent, and yet...you have no motivation. You have nothing you wish to achieve since it would be simple enough for you to achieve."

"...That is true…" the teen replied, "The person I am working with feels the same...Her talent lets her see so many possible outcomes that it bores her...which is what pushes her for her new goal...a battle between Hope and Despair."

"'Her?'" Rook repeated.

"...nevermind," the teen said as he stood up, "They're about to test something with the Student Council later...If you are still here, we may resume this conversation…" he stated as he walked off.

"...The student council?" Rook repeated.

* * *

"...Come on, pick up…" Jenny whispered, trying to contact Makoto as she stood on top of a building, "Why hasn't she picked up? …I might have to try Ben or Jin…" she muttered, trying to contact the others.

=Hello?/Status report, Wakeman=

"Oh phew…" Jenny sighed a bit in relief, "Glad I got into contact with you guys...I can't get a hold of Makoto, and I'm being trailed by those men and b-"

=Back up...you can't get a hold of Makoto?= Ben asked.

"No, no I can't," Jenny replied, "Have either of you been able to?"

=No= Jin replied =...We may have been compromised=

"Huh?= Jenny and Ben blinked at that.

=Tsumiki, did you happen to see Tsubaki's badge while you were searching her body for any further injuries?=

=Eh? Um...No…= Mikan replied =Ah! I'm sorry! Please don't hate me for not finding it!=

=It's fine...but this is concerning...the assassin must've taken her badge while she was unconscious…= Jin noted =Or it was destroyed when the explosive went off=

"There's also the fact Rook was kidnapped," Jenny added.

=There is that….we may need to stay silent. There's a chance Enoshima or whoever else is behind this is listening in on us as we speak…= Jin stated =There's a good chance they kidnapped Nanaya as well=

=...Then I need to hurry in my search= Ben spoke =Jenny, if our calls are being listened in on, head back to Bellwood and inform Grandpa Max what's going on=

"We're going to do a Sword of Damocles?" Jenny asked.

=Yep=

"Got it. Jenny out," Jenny said as she hung up, bringing her wings out as she took off into the air, "This isn't good...whoever this culprit is, they're really good on staying one st-" she tensed as she narrowly avoided a laser, "?! And of course they're deploying something to fight me." she jumped away from another laser shot and quickly formed a shield with her right elbow, deflecting a third away, "Okay, whoever you are…"

She lowered her shield to look at her opponent and blinked a few times. Flying before her was a robot designed to resemble a teenager like herself. His 'hair' was a metallic white with a cowlick on the top and glowing red eyes. His body seemed to be covered in black armored plating resembling a school uniform. The lower half of his face was covered by a black leather collar with large rocket 'wings' on his back near his shoulders while his right arm/hand were a large blaster.

"...K1-B0, the Ultimate Robot," Jenny noted, recalling the reports of the missing students, "...Of course they'd reprogram the one robot in the missing students to attack me…" she groaned as a 'blush' formed on her cheeks, _'And he just had to be cute, too!'_

She yelped as she barely avoided another laser from K1-B0, taking off into the air as the Ultimate Robot followed after her, dodging any lasers she fired back at him. The two were now in an air fight of sorts, lasers being fired between the two as Jenny tried to shake K1-B0 off...but he was determined to stay on target as he kept dodging her lasers. Jenny then cut off her jets and spun around in the air. K1-B0 shot alongside her in time for her to expand a fist into an armored gauntlet as big as him with several spikes on the knuckles and slammed it into him, sending him crashing down into a park, specifically an empty playground's slide.

"Okay….It's clear I might not be able to shake him," Jenny whispered to herself as she floated down, "Hopefully I can knock him into stasis long enough to get away." _'Still...why do I have to fight such a cute b-ack! No Jenny...focus!'_

K1-B0 shook his head as he shot up, gripping his fist together as they melded into one large blaster, which began to whir to life as energy began to build up within it. Jenny tensed as she brought her arms together, creating a large shield in time as Ki-B0 fired, sending a large laser that sent her skidding back along the ground, leaving a large gash of drt and crushed grass as the laser died down.

"Owowowowowowow…" Jenny whimpered as her shield changed back into her arms, burning bright red with smoke coming off them, _'Okay...did Moshimo help make him, or did mom have another apprentice during the time I was sleeping?!' _she thought before crying out when K1-B0 tackled into her, sending her through a few trees before crashing into a car, "...Ow..."

The Ultimate Robot said nothing as he began to approach her, blasters out once more as his eyes glowed a menacing red.

"...Even if you are the Ultimate Robot, you have to have some form of weakness…" Jenny grunted as she stood up from the wrecked car, some sparks coming off of her. She managed to look up...and soon took notice of his cowlick, _'...and I think I may have found it...hopefully...I hope...'_

K1-B0 began to charge up another laser. Jenny quickly aimed her pointer finger at the cowlick. The end of the finger flipped open and a tiny red laser fired from it. It hit the male teenage robot in the cowlick and sent it shooting off his head, spinning in the air before landing in the sandbox behind him. K1-B0 stopped in his steps, sparking for a moment as he began to stagger around, his eyes switching between colors before going blank, the robot slowly falling over onto his back as his collar pened a bit, revealing his mouth as his blasters reverted back to hands.

"Oh sweet jumping jiminy it worked…" Jenny sighed in relief, managing to catch him in time, "Okay...now I need to find some place to rest...and I can't just leave him…" she whispered, noticing some men in blacksuits spying on her from a nearby alley, "Especially with them nearby…"

The men were about to move forward before Jenny's eyes flashed, blinding them as she began to make a break for it, carrying K1-B0 in her arms as best she could.

'_There's a warehouse nearby...hopefully I can hide in there long enough to rest,' _Jenny thought before looking down at K1-B0, _'I can get some answers from this guy on where the others are, hopefully.'_

* * *

'_I need to inform the headmaster that we're employing the Sword of Damocles Protocol,'_ Jin thought, quickly making his way towards the Headmaster's office, _'I'm just thankful my classmates will be able to look after Tsubaki…' _he stopped for a moment to realize what he just said, _'...Tennyson really has had an effect on me…'_

"Jin…"

"?" Jin raised a brow before looking over, seeing Tsubaki approaching him while holding her shoulder, "?! Tsubaki?"

"Jin..I'm so glad I found you…" Tsubaki panted, staggering a bit, "It's Ben...they caught him, too."

"...who are you?" Jin asked with a frown.

"Eh?" Tsubaki blinked at that, "J...Jin, it's me. Tsubaki...your childhood friend."

"...Then why do I feel that murderous intent coming off of you?"

"? Wh-What…?"

"Another thing...Tennyson being captured so easily?" Jin asked with a scowl, Yukianesa already out as he glared at her, "I don't think so…"

"..." 'Tsubaki' sighed as she stood up straight, "She was right...I knew you'd immediately catch on…"

"She?" Jin repeated.

"Upupupupu~"

"?!" Jin tensed before Monokuma hopped out of a vent.

"Hello~! It's your new headm-ACK!" Monokuma gagged when Jin bisected him in half with his katana, the insides frozen solid.

"I have had a very long morning," Jin stated as ice began to form around the area, "And you disguising yourself as Tsubaki has crossed a line."

"?!" 'Tsubaki' tensed before a panel opened up underneath her, letting her fall down it just as it closed...and more Monokuma slipped into the room.

"You attacked the headmaster! Time for the punishment!" one of the Monokuma shouted, "Oh Spears of Gungnir, I...er...we summon you! Come forth and…"

"Uh, we can't use them," another noted.

"...What?" the first asked.

"He froze the panels where they would all come out!" the second pointed out.

"What?!" the first one freaked before his head was sliced off, "AHH!"

"I needed something to vent upon…" Jin stated, a cold glint in his eyes as he glared at the black and white bears, "You will do nicely…"

"...Kill him first," all the Monokuma pointed at one.

"All at once, then," Jin stated as he made several icicles above him that shot out and impaled several of them at once.

"Grenade, bitch!" one surviving Monokuma shouted, wearing an army helmet as he tossed a pair of monokuma-themed grenades at Jin.

"Fenrir," Jin simply said as he jabbed his sword into the ground, summoning a large wolfhead of ice as it ate the grenades and lunged at the surviving Monokuma.

"How can he make ice wolves?!" one panicked.

"Whoever is controlling you freaks of nature...you made some fatal mistakes…" Jin began as the wolf bit down on a few Monokuma, "For one; You underestimate us. For another…" the floor began to freeze beneath him, "You injured Tsubaki…" snow began to fall, "And thirdly…" his cold gaze met one of the cameras' lenses as the snowfall grew faster, "You tried to mimic her after I knew she was still sleeping after she was treated for her near-fatal injuries. I won't wait anymore. This school freezes _now_."

* * *

"Ugh...come on. Where is it?" Ben muttered as he looked around the school grounds, "It has to be here somewhere?"

"Can't you use Clockwork again?" Naegi asked.

"I don't think that matters to him at the moment," Maki spoke, eying Ben as he tried digging up the ground, "Worry and anger seem to be clouding his mind."

"I'm not worried and angry…" Ben countered, not once turning to face the two, "...I'm just gonna beat the hell out of this mastermind and then hunt down the Steering Committee for all these dark secrets."

"Sounds agreeable," Maki noted, nodding in agreement.

"Um...Why is the green replaced with red?" Naegi asked, seeing the Omnitrix was red.

"Used Clockwork too much," Ben replied, "It's recharging right now, but we'll be good to go in a few minutes. Now hurry up and help me figure out where they went."

"So it has to recharge," Naegi noted before sighing as he walked over to a statue of the school's founder, "I'm getting worried now…" he took a step only to yelp as the spot he had stepped on lowered, "WHOA!" he nearly fell over but managed to catch himself on the side of the podium for the statue, causing the spot his left hand had landed on to push in, "Uh…" he jumped back as the floor and part of the podium beside the spot that pressed in moved inward and then slid to the side, revealing a stairway, "Ah! Uh, minna? I-I found something…"

"Huh?" Ben blinked, looking over as he rushed over with Maki.

"Good work, sempai," Maki noted.

"Eh heh heh…" Naegi sheepishly chuckled at that.

"Good work, man. Now come on...let's see if we can find the others," Ben stated as he was the first to climb down, "Just stay close...Who knows what kind of traps could be down here." _'I hope you're okay, Makoto…'_

* * *

"Ahh...jeez…" Makoto groaned as she began to wake up, holding her head as she began to sit up, "Stupid bear and his knockout gas….wait…" she blinked as she looked around, seeing the metallic grey room she was in, "Where am I? ...More importantly, where're Kyoko and Shuichi?" she looked around, "No windows and I'm not feeling like things are moving around me...Either that means I'm in a room in the middle of a structure, underground, or both."

"Ugh...keep it down," Makoto's ears twitched as she looked across from her, seeing Junko groaning as she began to stand up, "That totally hurt…"

"...Junko?" Makoto blinked, "What are you doing here?"

"...Nanaya?" Junko blinked as she looked over, "...I can ask you the same, because all I remember is getting hit with knockout gas by your boyfriend."

"Excuse you?" Makoto blinked.

"Yeah...It was a real bummer. He just came into the classroom and then sprayed this gas in the room and knocked us all out," Junko sighed, her depressed personality out.

"...Yeah I call bullshit on that," Makoto frowned, "There's no way Ben would do something like that."

"Could've fooled me...guess he had everyone fooled…" Junko sighed.

"Nope," Makoto replied simply as she stood up, "I refuse to believe it...most likely it was the mastermind disguised as him." _'And given you're here...guess we can rule you out...maybe…'_

"You sure?"

"Yeah. I've read files with photographic evidence about times people have posed as him," Makoto noted, "Even some aliens that die due to peanut allergies and, of course, a Galvan named Albedo that made a duplicate that ended up turning him into a photonegative version of Ben. So more than likely? An imposter."

"Just like that?"

"Eeyup. Plus...my Ben is kind of an idiot...This all seems like the schemes of someone way smarter," she added, "I love him for sure...but you should see how hard puzzles are for him…"

"...Fine. I'll drop it," Junko shrugged as she stood up, her normal personality out, "So...any ideas on how to get us out?"

"Hmm…" Makoto tapped on the metal door, "About ten inches thick. Probably reinforced…" she reached into her hair and pulled out some bobby pins, "But the lock is an ol' 2009 one. Kinda easy for me to pick. Give me about...fifteen seconds."

"Okay…" Junko muttered, "...You have a lot of hope in your boyfriend, don't you?"

"Hmm?"

"I mean...what if one day he's not there to save you from some type of despair-inducing event? Will you have faith and hope in him then?"

"Yep," Makoto replied instantly.

"...What if he was put in that position then? He faces an event where he can't find any shred of hope?"

"...Oddly specific question, but he won't give up," Makoto answered, "He's stubborn like that. No matter what happens with him, he finds a way to get out of it…Honestly, if there was an Ultimate Despair, he'd probably be the Ultimate Hope or at least a part of it." she smirked while opening the door, "And there we go. Fifteen secs on the dot."

"Oh good...Then let's hurry out of here," Junko said as she began to walk out.

"Agreed, but first...let's see if we can find those missing students," Makoto stated.

"...Why? Wouldn't it be better to get back up?"

"Oh please. I can take whatever this mastermind can dish out," Makoto assured, grinning a bit as she pumped her fist, "I'm livid and I ain't gonna take it anymore! Though, uh...Sorry 'bout the school."

"Huh?"

"Yeah, we're gonna wreck it," Makoto shrugged, "Now come on. Let's hurry and find the others."

"...Mmkay," Junko shrugged as the two ran out.

"Okay...This place looks really high tech," Makoto muttered as she looked around, "Almost like a secret lab or something…if the Steering Committee is behind this, I will not hesitate in smacking a few grumpy ol' men."

"Could be," Junko replied, her 'smart' personality out with glasses on, "This could also be a set of underground labs for more dangerous experiments for Ultimate talents that may be too dangerous to be out in the open."

'_...Or integrate into that Ultimate Hope they're trying to make,' _Makoto thought as they turned a corner, "...Yeah if this place is owned by the Steering Committee..not only am I whooping ther butts, but they're gonna be put under arrest for kidnapping and manipulation."

"..."

=We beg to differ=

"?!" Makoto tense before jumping back fmo a thrown knife, the Beastkin looking up to see some men in black suits and black visors with red lines along them standing across from her, "...Of course there would be some goons trying to stop me…"

=We warned you and your company to leave= the voice spoke as four screens slid down, revealing four older men in black business suits.

"...Let me guess, the Steering Committee?"

=Correct= one of the old men, a rather rotund one nodded in response =The Plumbers should have never interfered in Kibougamine's business…=

=What we do with the students here is none of your concern= an almost balding man with a beard added

"...Are you kidding me?" Makoto asked with a frown, "You're kidnapping students and making it as if they never existed. Of course we'd be concerned. In fact...they're probably scared right now."

=Their compliance and emotions is not a factor= a tall tanned-skin man state coldly

=After that whole invasion from the Incurseans, we decided to move our big project into turbo= an elderlyman in shades stated =That boy Ben Tennyson isn't the hope the Earth should have...The boy we chose as the next Izuru Kamakura is=

=The Omnitrix truly is a powerful device...It is sadly in the hands of a idiot with little to no talent= the rotund man added

=And to make sure that remains a secret from the public until now…= the near-balding man began as more men in blacksuits appeared from behind the two girls =You'll have to be silenced…=

=A further message to the Plumbers to not interfere…= the tanned-skinned man continued.

"Um...Yeah, I'll just tell ya that won't be what happens," Makoto noted, "Ya see...You do something to us? Ben will get angry. And you won't like Ben when he gets angry. Whoever you made into this Kamakura guy wouldn't last even a second to an angry Ben."

=...Then what of your friends and family?= the old man in shades asked, making Makoto tense =We have agents ready and know where they live…=

=With a command, we can have them strike and attack before they can counter attack= the tanned-skinned man explained.

=We have the money and resources…= the near-balding man added.

=No matter what you do...you can't fight against the future of the world's hope= the rotund man finished.

"...upu….upupupupu…" Junko began to chuckle, making Makoto raise a brow as she looked over at her, "The world's hope….what makes you think _hope _will drive the people of the future, you old fogies?"

"...uh...Junko?" Makoto blinked.

=...Explain, Enoshima= the tanned-skinned man demanded, making Makoto's eyes widen a bit.

"'Hope' this, 'Hope' that. Blahblahblah. It's really dull, ya know," Junko rolled her eyes, "Honestly I was rooting for those Froggers to win, further driving people to despair."

=...Tread carefully on your next words= the near-balding man scowled

=We gave you the means for your little experiment…= the tanned-skinned man began.

=And don't think we noticed you kidnapping those students for your own gain= the rotund man finished.

"?!" Makoto's eyes widened further at that, _'Oh my god...it _was _her…'_

=So tell us...what is...is…= the old man in shades began before he began to cough up some blood =?!=

"...Oh yeah...I forgot to mention something about that special tea Mukuro gave you guys…." Junko recalled, "I was curious...what would happen if you lace tea leaves...in a special coating made from the venom of the planet's most toxic creatures and make it into a tea?"

=?! P...poison…?!= the rotund man gasped out as all four members of the Steering Committee began to cough up blood.

"Yup! Marbled Cone Snail, Golden Poison Dart Frog, Box Jellyfish, Pufferfish, Black Mamba, King Cobra, Blue Ring Octopus, Death Stalker Scorpion, Stonefish, Inland Taipan, Brazilian Wandering Spider, and just tiny bits of Black Widow to name a few," Junko explained, giving a smile that showed and matched the pure insanity in her eyes, "Ahh...Seems it took about...mmm...Thirty minutes to go into effect, it seems."

=You...backstabbing...bitch…!= the near-balding man gasped out.

"Backstabbing?" Junko blinked...before her smirk returned, "Who says I was working for you to begin with? I just used you guys to get into the school since you could overrule the Headmaster's refusal."

The men in black suits were about to step in and attack..only to gag out as multiple black spears shot out of the walls and stabbed them all over their bodies, their blood spilling onto the metal floor as they all fell dead.

"I'd say it was a pleasure in working with you...but in truth? It was really fun using you," Junko stated as, one by one, the members of the Steering Committee dropped dead.

=You...you…!= the old man in shades wheezed out, blood dripping from his eyes as he was the last to fall, the four screens becoming static before shutting off.

"Ahh...So glad I was wecowding all that," Junko giggled, her 'cute' personality out with phone in hand, "It'll be a vewy nice pwototype!"

"...What the hell…?" Makoto whispered, stepping back from Junko with wide eyes, "What the hell's wrong with you?"

"Hmm?" Junko blinked as she turned to look at her, going back to her normal self, "...oh yeah. I nearly forgot you."

"..."

"...I know what you're thinking. 'Why did you do something so horrible?'" Junko asked, almost mimicking Makoto's voice, "...Well let me give you a lesson, squirrel girl. You see...Hope is harmony. A just heart, moving towards the light...that is all. Despair is hope's polar opposite. It's messy and confusing, and it swallows up love, hatred, and everything else, because not knowing where you will end up is despair. Despair is even what you cannot predict. So…" she paused as she held her arms out above her in a dramatic fashion, "Only despair's unpredictability can save you from a boring future!"

"...The hell?" Makoto raised a brow, "Lady, you are nuttier than my mom's nut pies."

"...and you are gonna be the perfect test subject," Junko countered.

"Test subject? For what?" Makoto asked before she ducked, causing a swung metal bat with nails embedded in it and bits of blood on it to miss, "?!"

"Why...my message to the world of course...my wonderful message of despair~" Junko replied, casually swinging the bat as if it was nothing.

"What the hell?!" Makoto gawked with wide eyes.

"And to make sure it really happens well, I have to make one of the biggest heroes on the planet fall into despair...Ben 10. And you are gonna help me make that happen, whether you want to or not~"

"...Yeah. How about no?" Makoto frowned as she tapped her pendant, gaining her Proto-Armor as she gripped her gauntlets, "As a deputized Plumber, you're under arrest for multiple counts of kidnapping and murder."

"...I have a better idea. As the Ultimate Despair, I hereby sentence you…" Junko began before more sleeping gas was shot into Makoto's face, "To sleep~"

"?!" Makoto tensed as she began to cough, trying to move away from the gas as she tried to step away...only for more gas to keep shooting into her face, "N..no...must...st-ack-ack!...stay awake…"

"Aww~ Poor baby. You feeling tired?" Junko asked with a pout, casually stepping up to Makoto as the Beastkin struggled to stay awake, "I really wish I could kill you, but I need you to be alive, my little test monkey...er...Squirrel."

"Gh…" _'Ben...hurry…'_ Makoto thought as she collapsed, her world going black.

* * *

_SZ:...oh dear…_

_Monokuma: Hahahaha! Two more down, bitches!_

_GT: *punts Monokuma to the moon* Crazy ass bear…_

_SZ: Agreed...still hoo boy...Things are starting to go downhill._

_GT: Yep. Hope you guys are ready for next chapter. 'Till then, please Read and Review._


	45. Despair's Attempt Pt 4

_GT: Okay...Last we left off…*cringes* Things, uh...Things weren't good._

_SZ: Nope...Makoto got captured, the V3-cast have been taken and most likely the rest of Naegi's classmates in class 78, Tsubaki got injured, Jin's dealing with psycho killer bears, Jenny's hiding from the Steering Committee's thugs, and Ben is on the hunt for the mastermind behind all this._

_GT: With the only two students who weren't captured: Naegi and Maki. _

_SZ: Eeyup...hopefully things turn around this chapter. But first...we own nothing aside from original content, so...start us off GT!_

_GT: Right. *pushes a giant red button* ...And now we run, because that was for the on-site nuke. *hears a 'ding' and looks to see a cup of hot cocoa coming out of the wall* … *looks at the button...to see another giant red button beside it* Oh...That was the hot cocoa button. ...Well, I'm too embarrassed to destroy the stage. *takes the cup and flees, letting the curtain fall*_

* * *

Headmaster Kirigiri wrote his signature on another request form, "At least this one is sensible on necessities and the amount they're requesting." he opened the window to his office and pulled out a baseball glove, "..." he held it up and a large object frozen in a block of ice hit it, "...Mr. Kisaragi...Why is there a robot bear that has the school's emblem for an eye in this ice? And how likely is it that the entire school is under five or more meters of snow?"

"Because…!" Jin began, beheading a few Monokuma that tried to pounce right at him outside, "I'm going to freeze this school to the ground and hunt down the person controlling these damn things!"

"..." Kirigiri's eyes sharpened, "These belong to the kidnappers?"

"Hai!" Jin replied in a roar as he sliced down another.

"...Get up here, Mr. Kisaragi," Kirigiri ordered.

"One moment!" Jin replied as he stabbed Yukianesa into the ground before all the remaining bears were trapped in jagged blocks of ice, "That should delay them...for now."

"For now?" Kirigiri repeated as Jin used a platform of ice to raise himself up to the window, quickly dismissing it as he slipped in and let the headmaster close it.

"The mastermind most likely has more because no matter how many I took down, more took their place," Jin explained.

"Hmm...I think I saw these before," Kirigiri noted with a frown, "...Tch. The Towa Group…"

"Another part of the school?" Jin asked.

"Iie," Kirigiri replied, "They're...hmm...Think of them as the equivalent of the Billions family in Bellwood."

"Rich robotic company?"

"Bingo. These look almost like the bears that I saw being made when I visited the company to check on a future candidate for the school in ten or so years that attends the elementary school," Kirigiri noted.

"...There's an elementary school version of this place?" Jin raised a brow.

"Yes, but not everyone who goes to it ends up coming here," Kirigiri replied, "But we're sidetracking."

"...No. Now that you brought it up, I recall meeting one of them a few nights ago," Jin spoke, "I assumed they were from one of the local schools when she fell out of her wheelchair...but then she whispered something to me just before she left."

"...and that is?"

"'You and your friends are going to die here, or join us in the glorious miracle that is despair.'"

"..." Kirigiri sighed, "Why am I not surprised that this shit has spread to even the elementary school...? Especially to Towa Monaka, the one I was checking on?"

"You know that kid?"

"She's the 'Lil' Ultimate Homeroom' student and candidate for Ultimate Roboticist when she is old enough," Kirigiri explained, "An accident left her unable to move her legs, so she's stuck in a wheelchair she's modified on her own...and she made those bears I was referring to that resemble..." he tapped the ice with the Monokuma in it, "...These."

"..." Jin began to scowl, "Did she ever come into contact with one of the students?"

"Hmm?"

"Thanks to my team, I was able to find out a suspect on the disappearances and the attacks happening right now," Jin explained, "Enoshima Junko."

=Bing bong! You got it right~!= Junko's voice laughed fm the intercom, startling the two as they turned to look at it =Seriously, I have never met such a twisted little girl before...then again, given her family and her pops, she was more than willing to help me out~=

"...You…" Jin began.

=Oh and uh...btdubs? I killed your bosses, Headmaster Kirigiri= Junko added, making Kirigiri's eyes widen =Well...it was more of my ironing-board skank of a sister, but eh. She was my tool in killing them regardless, so now...I have control of the school's systems, which now makes me the new headmaster~! Upupupupu!=

"Bull," Jin stated.

=...Okay, okay, the exterior systems are too frozen over thanks to you and your damn ice=

"...Where are my students?" Kirigiri demanded.

=Oh don't worry. You'll see them soon enough...once they see the Galaxy's Hope, Ben 10, fall into despair~= Junko answered =Oh and uh...in about an hour or so, you might want to turn the TV on. I got something special to show involving the student council...oh and hope you enjoy your position headmaster...because I have a rocket with your name on it~ Ciao=

"...What a dumbass," Jin stated after they heard the intercom turn off, "Tennyson doesn't go into despair."

"He doesn't?"

"No. He gets angry. I've only seen it on security footage at various bases and from confiscated video footage of various businesses, but if you try to make Tennyson go into despair...he doesn't. He just gets angry...and what I've done outside will be something like a drip in the ocean," Jin stated, earning a surprised look from Kirigiri, "And you let this crazy bitch attend here because…?"

"I didn't. The Steering Committee can overrule my decisions and she was one of the students I refused to let attend," Kirigiri replied, "At least in the end, they probably fully knew why I didn't want Enoshima to attend."

"And now they're dead if what she said is true," Jin noted, "So what now?"

"Now?" Kirigiri stood up and pulled off his tie before pulling out a tanto from his desk, "We get to work. Mr. Kisaragi, if you would kindly make an early winter indoors?"

"...With pleasure," Jin replied, smirking a bit as he began to slowly unsheathe Yukianesa from its sheath once more.

* * *

"Mmm…" Tsubaki grunted a bit, slowly opening her eyes as she began to awake, "Ah…" she hissed, a hand quickly going to one of the wraps on her body.

"Ah! E-Easy now," Mikan spoke, earning Tsubaki's attention, "Y-You were caught in an explosion and s-shrapnel hit you. Kisaragi-san got you here as fast as he could."

"Jin?" Tsubaki pondered, looking around to see her classmates minus Jin.

"He went off to talk with the headmaster," Akane explained, "And then he made it snow outside and no one is letting me go out."

"Because if Jin's making it snow to the point it's a blizzard out there, then it's not safe," Fuyuhiko pointed out.

"But what c-" Kazuichi began as he looked out the window...before screaming when a Monokuma pounced onto the window, poking its head through the glass, "AAAHHHHHH!-!-!-!"

"ASHLY TISDAL!" Teruteru freaked.

"BOO B-" the Monokuma began before a katana was impaled into its head, "...shit." it gagged out before Peko pulled the katana out and sliced its head into pieces.

"Kazuichi," Peko stated, "Look it over."

"H-Huh?!" Kazuichi gawked, "Ah geez…" he carefully walked over to the body and picked it up, "...This was made by the Towa Group."

"Huh?" Akane tilted her head.

"I recognize these welding lines from when I was in middle school and our class went on a tour of their robotics facility," Kazuichi explained, pointing at a spot on the bear's black side before continuing to look at it...even pulling out some screwdrivers to disassemble it, "Hmm...This is really good work. The two halves are designed with different things. The black half can deploy claws and the white half acts as a transmi...BOMB!" he threw a bundle with a wire on it he had removed from the white half out the window and closed it before everyone heard an explosion go off, "Goddamn! That white half had a transmitter that, when it received a signal, would set off an explosive put into it."

"...Meaning whoever was controlling it is covering their tracks further and further," Tsubaki noted.

"More than likely, it is a pseudo Familiar for Enoshima," Gundham noted with a scowl.

"Enoshima?" Tsubaki repeated.

"Your boyfriend believes she's the mastermind behind all the disappearances," Hiyoko replied.

"B-B-Boyfriend?!" Tsubaki yelped with a heavy blush.

"No teasing right now," Yukizome instructed, "Kazuichi?"

"Looking at the remains of the head," Kazuichi replied, already looking at the sliced remains before sighing in relief as he pulled out an orb with a trigger on it, "Really glad you didn't cut into this by accident, Peko. I don't know what this stuff is, but it was connected to the white half's mouth." he pulled out some clippers and snipped something on it, "And, of course, there was a transmitter on that to set it off, too."

"...I need t-" Tsubaki began, brushing the blush off as she prepared to reach for her communicator, only to pause for a moment, "...no. Most likely she's hacked into our communications network, meaning I can't call for backup or call the others…" she started to get up only for Mikan's hand to lie on her shoulder.

"Don't get up. Y-You're still injured," Mikan advised, "You might reopen your wounds."

"...You're right, but...I can't just sit by and do nothing…" Tsubaki sighed.

"...What if you tried a closed network?" Fuyuhiko asked, "Those badges you use to talk to others can work like that in case of emergencies, right?"

"...?!" Tsubaki's eyes widened at that, "...I need you all to keep a close eye out for anything suspicious."

"How'd ya know they had that?" Akane asked.

"They're part of an interstellar group of police. I'd be more shocked if they didn't," Fuyuhiko replied.

"If anymore show up, we gotta smash the black side of the face and throw them out the windows," Kazuichi advised, having reassembled the broken head as best he could, "Seems that if you break that, the explosives device receives the signal immediately but disables the gas release in the white half of the head."

"Good thinking," Tsubaki nodded as she reached for her Badge, tapping a few things on it, causing the green to change to red with a green ring, "Please work…"

=...hello?= Jenny's voice replied.

"Oh thank god it works…" Tsubaki sighed in relief, "Jenny, where are you at right now?"

* * *

"I'm hiding in one of the warehouses near the school," Jenny replied, peeking out the window of a large warehouse, "These guys in suits were near the Plumbers base here in Japan, and I had an encounter with K1-B0, one of the missing students."

=Kibo?!= Akane asked =Hey! Is he alright?=

"He is. I had to knock off his cowlick since it seemed to be acting as a receiver."

=You knocked it off? How long ago was that?= Kazuichi asked.

"About seventeen minutes ago," Jenny replied.

=He'll come back online in three minutes= Kazuichi explained =It's happened before and Miu and I timed it and it takes twenty minutes for him to reboot into Safe Mode until we can reattach it or replace it=

"...Good thing I went back to grab it when those blacksuits weren't looking," Jenny muttered, "But nevermind that for now. What's happening on your guys' end?"

=I just woke up from my injuries, Jin went to inform Headmaster Kirigiri, and I don't know what's happening with Ben or Makoto= Tsubaki replied =After you get some info from Kibo, I need you to tap into the Plumbers Closed Network and call Magister Tennyson for some backup. I think we're about to go to war with the mastermind and her...ahem. Army of killer robot bears=

"...Kamikaze has a daughter?" Jenny blinked.

=No. ...At least, I don't think so= Tsubaki replied =But we know who it is, or at least our best guess. One Enoshima Junko=

"Really?!" Jenny gawked, "Aw man...Noel's gonna be sad to hear that."

=I know...still, keep a close eye out Jenny, and be safe=

"Understood," Jenny nodded as she cut communications, "Okay...now to talk to K1...no. To Kibo."

"Nhg…"

"...Perfect timing," Jenny noted as she looked over, seeing K1-B0...or rather Kibo waking up, his eyes flashing for a bit before settling on a pair of mechanical-blue pupils.

"Where...am I? What is…" he began before noticing the chains wrapped around him, "...AHH!"

"Shh!" Jenny hushed, extending a hand to have her finger cover his mouth, "Not so loud. They'll hear you."

"They?" Kibo repeated, "...You are not referring to the person who captured me and Iruma-san, are you?"

"You know who took you?" Jenny asked.

"Yes...but I could not tell who they were due to the mask they wore," Kibo admitted, "Though before I went offline, I heard a distinct 'upupupupupu' from that person."

"You heard that?"

"Of course. Professor Idabashi outfitted me with the best tech he could obtain to make sure he could create me, the Ultimate Robot," Kibo replied, puffing his chest...before blinking twice, "Ah! Y-You're Wakeman Jenny-san, aren't you?!"

"You know me?" Jenny asked.

"The professor was inspired by stories about you and Wakeman-hakase," Kibo replied before bowing, "It-It's nice to meet you."

"...s-same here," Jenny nodded, blushing a little, _'Wow...cute and a bit humble...why co-ahh! Jenny, focus!' _she quickly smacked her hands against her cheeks for a moment to shake the blush off, "Do you remember where you and this Iruma-san were before you got caught?"

"Yes. We were heading for the underground labs to work on some upgrades for me," Kibo replied.

"Underground labs?"

"Hai," Kibo replied with a nod, "There are so many talents, but limited space on campus for all the bigger ones. Other Ultimates that specialize in digging and building underground structures worked on expanding the campus to under the ground. It currently expands to roughly a mile under the main campus with over two hundred labs. Iruma-san's lab is Lab 069."

"...Do you think you can lead me there?" Jenny asked as she knelt down to undo the chains.

"Of course."

"Good. I need to make a quick call, and then we can hurry and head over," Jenny said as she undid the chains, "Oh, you need your cowlick back?"

"Not yet," Kibo replied, shaking his head, "If you attach my receiver and transmitter back on, I'll just be back under the control of whoever was operating me. I know someone was operating me due to my lowered energy reserves and that the time between my last memory and current memory is far off."

"Ahh...got it," Jenny nodded.

* * *

"So...creepy stairway going underground," Ben noted as the trio walked down the stairway, "Either of you knew this?"

"Many students require a lab for their talents, but due to the size of the campus, there wouldn't be enough room for all those labs aboveground," Maki explained, "Iruma has a lab under here, but after students began to vanish, the labs were locked up unless the student has a pass for their personal lab."

"...And this place wasn't raising any red flags?" Ben asked, "I mean...sure it seems good on paper, but one wrong experiment and-Boom!-Resident Evil becomes a thing in real life."

"Ulp," Naegi gulped, trying not to think of it.

"Looks like we're reaching the end," Maki noted, seeing a light ahead.

"Good," Ben noted before his Omnitrix beeped and turned green, "I'll go Clockwork when we're down there and see where Mukuro came from."

"Hai," Naegi nodded.

"...we're not alone," Maki spoke, her eyes narrowed.

"Hmm?" Ben blinked, pausing from touching the Omnitrix before they heard a growl, "..."

The trio looked behind them to see a figure coming in from the bottom..before the light showed it was a Monokuma...a rather...horrifying looking one that looked like it was a mishmash of metal and flesh, Ben even swearing he saw a human eye on it. It only had three elongated limbs with the leg missing on the white half with cracks surrounding the bulging eye on the white half of its face. Its teeth were all filed down to give it a permanent open smile.

"**RAAAWWWRG~!" **the Monokuma roared out as it began to lunge at them.

A flash of green light went off before it was bisected. Diamondhead slowly stood up on the other side of the Monokuma, his right arm sharpened into a blade. He covered it in crystals to make sure it wouldn't move and walked over to the two.

"Okay..._That_ is freaky," Diamondhead noted.

"Agreed…" Naegi gulped.

"Ha! Surprise b-OH MY GOD! YOU KILLED KENNY!?" a Monokuma exclaimed when it popped out of a vent, "You bastards!" a dagger was thrown right between its eyes, "...why...me…?"

"...Where…?" Naegi began as he looked at Maki.

"It's best you don't know…"

"..." Naegi opened his mouth for a moment...before he quickly closed it,_ 'No no...she'll just use her threat again if I try and ask…'_

"Okay Build a Bear...what's your game?" Diamondhead sighed.

"Well…" a Monokuma began as it rose out of the floor, "To quote one of the best puppets in cinema...I like to play a little game with you Ben Tennyson, the Ultimate...ech. Hero…"

"Really...Saw?" Diamondhead sighed, "I should be the one sick with you and your boring taste in movies."

"HOW DARE YOU, SIR! THAT IS A CLASSIC IN CINEMA!" Monokuma snapped before gagging out, Maki holding him in a chokehold with her free arm as she held her dagger against his neck.

"Where are the others?" Maki demanded, a cold tone in her voice that promised death.

"Don't waste your effort...it's just one of many drones. They don't care if you break it." Diamondhead spoke up, "Better off letting it talk itself till its battery dies."

"Jokes on you! I-ack! Run on despair t-!" Monokuma laughed before feeling Maki's dagger further against his neck, "Okay okay! They're in one of the special test labs, but you have to look for it yourself!"

"He caved fast…" Naegi noted.

"Well duh! Like I'd risk pissing off the Ultimate Asa…!" Monokuma began before Maki slit his throat and twisted his head off.

"...Was he about to say Ultimate Assassin?" Naegi asked

"Why did he spray out stuffing like a cheesy horror movie…?" Diamondhead asked.

"...You tell anyone what you heard, I will kill you in your sleep," Maki threatened as she put her dagger away

"Look...I've got literal Space Overlords who ate Gods after me...no offense...but you'd not be the worst to threaten me. And right now...don't really care," Diamondhead stated as he changed back to Ben, "Now come on..let's see if we can find the others and hopefully figure out where Mukuro is."

"Understood," Maki nodded a bit.

"R-right" Naegi nodded, carefully stepping over the Monokuma as the three walked off, "Wait...Ben...what was that about a Space Overlord who ate a god after you?!"

"Very long story…now let's see if we can find that lab," Ben spoke before stopping, blinking a bit, "...Probably should've interrogated Teddy Suxpin for which lab though."

"Even if we could, the person controlling it would've set the bomb inside it off," Maki stated.

"Great…looks like we're going in blind for now."

* * *

"Ugh….stupid gas…" Makoto groaned as she began to woke up, the Beastkin attempted to stand..only to grunt when she noticed she was strapped against a chair, "...what the…?"

"Oh good. You're awake," Makoto looked over to see Junko staring at her, that insane smirk never leaving her face as she sat in a swivel chair, 'Been waiting for you, my test squirrel~"

"...grr…"

"Oh don't bother getting out of those locks. It was tricky, but those Plumbers I met were 'accepting' of me 'borrowing' some of their tech," Junko added before she heard the door open, "Aye Mukuro~ Did you and Tsumugi do your jobs~?"

"Kisaragi Jin saw through her disguise and as we speak, Ben Tennyson and two of the students you failed to capture are here within the lab," Mukura stated as she walked in...before noticing Makoto, "...what are you planning?"

"Eh. A backup plan," Junko shrugged, "Upupupupu. You see...if I fail to make Ben 10 fail to despair by trying to catch him...then I can certainly do it by making one of his friends...especially his girlfriend fall to despair and sic her on him."

"...Sister, I've rarely questioned you before in the past, but I will say this now...do you have a death wish?"

"Eh?"

"This is Ben Tennyson we are dealing with..._Ben Tennyson_, as in the person who's protected Earth and saved the universe countless times," Mukuro stated, "And you not only captured his lover, but think you have a chance at...winning?"

"She's making some sense, Crazy Lady!" Makoto snapped.

"...Why do you think I had you take out their strategist?" Junko asked Mukuro, "Why do you think I'm having some extra Monokuma to distract the ice boy after Tsumugi failed? Why do you think I had K1-B0 go after the robotgirl? Why do you think I faked being 'innocent' while I was with the squirrel girl here?"

"..."

"...uh I call bullshit!" Makoto snapped, "There is no way you have that level of foresight, lady!"

"Of course I do~!" Junko laughed as she spun in her chair "See I have Ultimate Analytical powers, so I can look at every possibility...and the moment I heard Ben 10 attending here? I decided to make plan after plan after plan after plan after plan to make him fall to despair...or better yet, make the _entire galaxy _fall to despair!"

"I could buy you maybe doing that to humans but Aliens? Eh...not likely." Makoto muttered, "I mean...their brains are all hardwired differently. For all you know, some species might just not have the ability to even feel despair. So your plan lacks some logic there...and this is coming from me of all people. So you know it's gotta be stupid if I'm calling out the logistics of it. Ah nuts I just called myself stupid didn't I?"

"You did," Mukuro stated.

"Doesn't mean I'm wrong though…" Makoto smiled in a cocky manner, "Hehehe...suck it everyone who ever said I suck at logic."

"...Oh yeah? Well you will change your town when I sic you on your little boytoy," Junko countered.

"...Eh heh heh...let me make this clear, _psycho bitch_," Makoto chuckled before a scowl grew on her face, her hands gripping the chair arms hard, "I don't hurt my friends on purpose...especially my boyfriend."

"You will once you see despair~" Junko countered once more, "See here in a few...oh say minutes? There's gonna be a show starring the Student council...and a friend of yours~"

"Should I mention...uh...Been there done that?" Makoto muttered, "Yeah...trust me. I know a guy who can do what you wish you could. I hate his guts...and he can literally make me have a panic attack if I see him. Can _you_ do that?" she asked leaning her head forward to use her ears to point at Junko, "Let me stop you before you say anything stupid...well...stupider. If you think you got anything worse then what the guy I'm talking about can do, I'd love to see it…" she rolled her eyes, "But...you ain't no Clover now is ya?"

"...Just shut up and watch," Junko muttered as she turned her chair away.

"...well...that's actually a first," Mukuro blinked a bit, "You...actually got her to shut up."

"And I am proud of it!" she replied, "So what's your deal? Why is a level headed person like you...sticking around this big old bucket of crazy?"

"...She's my sister, and I've always followed her plans before," Mukuro explained, "I never questioned her methods, but...the moment I heard Ben 10 was coming here? It was there I saw it...the possibility of her failing."

"Really? Just Ben?" Makoto blinked, "You never figured out of all the crazy as heck students here...not one of them was like...the Anti-whatever to crazy pants over there? The what...Ultimate Hope or something? Cause I mean...Ben's a Hero, but a Hero and Hope are two very different things."

"...There is one possible person I could think of, but was a bit unsure…" Mukuro answered, quietly whispering to her to make sure Junko couldn't hear, "...Makoto Naegi."

"I know that look…" Makoto blurted in such a way it made Mukuro blink, "I had that same look for months after I fell for Ben...oh...Oh~"

"?! D...don't read into it," Mukuro whispered, clearing her throat as a faint blush formed on her face, "I...it's not like that."

"You're madly in love with him…" Makoto sighed silently.

"...Please d-"

"Hey, Mukuro! How's about saving the voice of yours for the singing when the project begins?!" Junko snapped.

"...Of course, Sister," Mukuro sighed.

"...Singing?" Makoto repeated.

* * *

"...Where are you leading me?" Rook questioned as he followed Izuru down one of the school hallways, a metal collar around the Revonnahgander's neck.

"You'll see…" Izuru answered, carrying a fairly large briefcase.

"...It involves what your partner has planned involving hope and despair, correct?"

"In a way yes…" Izuru answered, looking back at him, "And to test you...to see how you deal in a hopeless situation."

"...what do you mean?" Rook asked with a frown.

"The collar on your neck has a bomb inside it. Should you try and interfere, it'll go off," Izuru explained as they approached a door.

"..." Rook kept a close eye on him as he opened the door, revealing various students standing there as they looked on in confusion.

"...what's going on?" one of them asked.

"Is that an alien with him?" another asked.

"Yes. A Plumber to be precise," Izuru replied as he moved Rook into the room, "Student Council members, we shall now have you all kill one another."

"?!" Rook's eyes widened at that.

"?! What?! You..you can't possibly have u-" one of the female council members began before tensing, seeing Izuru aiming a gun at her.

"?! No!" Rook snapped as he quickly grabbed the gun, making Izuru misfire and hit the window, "Are you insane?!"

"No...this is what my partner has in mind…" Izuru replied, putting the suitcase down and opening it, letting various guns and weapons fall out with what looked like books at the bottom, "In here will be the weapons you all use to kill one another...if you do not accept these terms, the secrets you all hide will be revealed to the public."

"?!"

"And this one will observe…" Izuru added, motioning to Rook.

"I most certainly will not!" Rook snapped, "What makes you think...no. Why on Earth would you agree to such a monstrous plan?!"

"...To see if she was right; to see how unpredictable despair is," Izuru answered, "This is the hopeless situation I mentioned."

"...This is crazy!" a fat student council member shouted as he stood up, unaware of one of the female members noticing one of the books in the suitcase, "Why would we do such a thing just to hide our secrets?!"

"Because secrets can be dark...they can be detrimental or reveal something that shatters your reality," Izuru replied.

"Then this is why you called us here so late?! Just so you can kill us?!" a council member with a bowl-cut shouted, "Your insane! Like hell w-"

***STAB!***

"?!" he gasped out, blood spilling from his lips as he slowly looked down, a katana piercing right through his gut from behind as he fell down to the floor, the wielder of the katana being the female council member with glasses...a look of utter despair on her face as tears dripped from her eyes.

"...M...my mom...she's...why...why…?" she began before roaring out, attempting to slash at one of the council members as they quickly moved out of the way in time.

"Karen?!" the girl that Izuru had attempted to shoot exclaimed in shock, "Wh-What the hell?! You...You just stabbed Ryota!"

"...Will this allow me to check the injured student?" Rook quietly asked Izuru, tapping his bomb collar.

"...As long as it doesn't interfere with the killing, you may do as you wish," Izuru replied.

Rook nodded and managed to get over to Ryota, pulling him away while Karen's back was to him. Looking him over, Rook put two fingers to Ryota's neck. After a moment, he nodded before ripping open his shirt to better look at the wound.

'_He's still alive. It seems he's just in shock and the blade didn't strike anything vital,'_ Rook noted as he looked at the others, the girl trying to convince Karen to drop the weapon along with another member that had brown hair and hazel eyes, _'But I cannot say anything since it may interfere…'_

"Karen, please stop!"

"No! You...you're all still with this hell of a school!" she snapped as she tried to break free, "They...they hid the fact that my mom was...was...RAAAGH!"

"?" Rook raised a brow before noticing the dropped book, grabbing it before reading its content, _'?! This is….I see now. Her mother was one of the victims in that bombing...and the school tried to cover it up. But why?'_

"Kibougamine has a reputation to uphold," Izuru stated to Rook's unasked question, "The Steering Committee will see to it that reputation is never tarnished."

"...Even at the cost of human lives?" Rook asked with a frown, his eyes shadowed over as he gripped the book, "At the cost of shattering a student's psyche the moment they hear about it? At the cost of students going missing and one being altered by them? This...this is no school…" he felt a small hand tug on his uniform, making him look down at a child-sized member with short, wavy brown hair in a bunny hoodie with a green eye and a blue eye looking up at him in worry, "Yes?"

"Is...Is Ryota-san…?" she asked, flinching on hearing Karen screaming as a larger burly male member had managed to get her pinned and the katana away from her.

"...I turned his shirt into strips to apply pressure to the injuries," Rook stated.

"O-Oh…" the small student council member whimpered, the bunny ears on her hoodie actually going down.

'_...What can I do? I can not interfere without the bomb going off…' _Rook thought as he watched the chaos that was happening, Karen now trying to reach for a chainsaw with the words' Jason Freddy' on it.

"Gah! Where the hell did she get this kinda strength?!" the larger guy grunted, still trying to keep her pinned.

"When adrenaline runs high, the body can perform things one doesn't expect," another student explained.

"Soshun, what do we do?" the chubby one asked, looking at the male that had been with the girl that was nearly shot.

"Destruction of weapons is forbidden unless it's to make more," Izuru informed.

"There goes that option," the nearly shot girl cringed.

"Some help here, please!" the burly guy called.

"..." Rook knelt down to the shivering girl, "I am Rook Blanko. May I ask your name?"

"H-Huh? A-Ano...Umesawa Aiko…" she replied.

Rook nodded before giving her a reassuring smile, "Ryota will live."

"Eh?" Aiko pondered as Izuru looked at him.

"Gotta get to…!" Karen snarled, nearly grabbing the chainsaw's handle...before Rook grabbed it, "?!"

"You are…" Izuru began before Rook turned it on and slammed it down hard on the other weapons, breaking them apart, before throwing the chainsaw out the window along with the blackmail, "?"

"I am a Plumber," Rook stated, "To those on Earth, the name relates to those who work on plumbing. To many other races, the word 'Plumber' translates to 'Those who uphold peace' and 'Bringer of Hope.'" he knelt down to the now still Karen, "Plumber HQ has the video evidence and will be bringing in the bomber to justice. We will not let them get away with what happened to your mother or anyone else who died on that train."

"B...b...but…"

"Oi, oi...Y-Your collar's beeping?" one of the students asked.

"It is a bomb that is meant to go off because I interfered," Rook stated, "Your classmate Ryota is alive. She missed anything vital and he collapsed due to shock. Do not remove the bindings since they are preventing him from bleeding out." he looked back to Karen, "While she is gone, she is still here where it matters. Would you want your mother to, when you pass on to see her again, learn of what you nearly did to those here? Would she consider you her daughter still if you stained your hands with innocent blood of those who had no idea of her fate?"

"..." Karen took that in, realization slowly kicking in as tears of rage soon faded...tears of sadness now growing as she began to cry out in pure heartbreak.

"She will be safe to release," Rook informed, the beeping going faster.

"But...But why did you interfere with that bomb going…?" Aiko began to ask.

"The one behind all this believes Despair to be unpredictable, but...it is not," Rook stated, "Despair...is easy enough to figure out. How it can be caused. But Hope? While it may be predictable at times, it is often Hope leads to things impossible to become possible. It is something I have learned since coming to Earth, especially when the invasion happened. While several would give into Despair and surrender to the Incurseans, those with Hope still fought on, giving time for the invasion to be defeated and save the planet from being conquered completely." he turned to the door, "I will leave this room before this goes off. I do not wish for any of you to be hurt by the explosion. Please...do not follow me. It has been an honor and a pleasure to go out protecting others."

"..." Izuru said nothing as he watched Rook step outside the room, looking back at a security camera that was watching before he followed him out.

* * *

"...What...the…fuck?" Junko's eye twitched madly, dropping a piece of takoyaki she was about to eat, "Did...Did he just say Despair is...is..._predictable_?!"

"...Well…" Makoto began with a smirk, "What was that about 'trying to get me to fall into despair' or something~?"

"?! O-Oh please…" Junko snorted, "He's still got that bomb on his neck and it'll go off in three...two…" a muffled explosion went off on the speakers, "There it goes~"

"...Then where's the blood?"

"Eh?"

"...she is right," Mukuro spoke, holding onto a book with some lyrics in it, "The explosion would've at least produced blood of some kind and spilled into the room.

"Seriously?" Junko deadpanned, "Baka...The heat of the explosion would've incinerated any blood due to the close proximity he was to the epicenter."

"?! Oh...Right…" Makoto muttered as Mukuro blinked twice.

"But~I'll be bringing his body in just to let you all see it later," Junko smirked.

"...yeah. And the moment I do see it...you. Are. Deadmeat," Makoto threatened.

"Oh, I don't think so~" Junko hummed as she skipped off, "I was really hoping for that video of the student council being slaughtered by each other for this, but I guess I'll have to settle for moments of despair-inducing events in history."

"Huh?" Makoto pondered.

"Class 77-B has a neat little Ultimate Student; he's called the Ultimate Animator," Junko explained, typing at a computer that was playing various clips of different horrific events on the screen, "He made this neat little trick: putting subliminal images within an animation to alter one's thoughts."

"!?" Makoto's eyes widened.

"But, bleh, he only thought of it making more Hope for folks. But that's just dumb and bor~ing! So~" Junko giggled as she moved away from the computer and walked over to a covered object with cables connected to what was under it, her personality becoming the 'cute and innocent' one, "I took it and changed it to get wid of that nasty widdle Hope and let everyone feel that wonderful yummy Despaiw~!"

"...I take back what I said earlier, lady. You...are fucked up," Makoto frowned.

"Be silent, peasant!" Junko declared in her 'queen' personality, her head held high while pointing at her, "You shall be grateful for We give to you the honor of being Our test subject for this Despair Video! And then...you shall be the one who leads Ben 10 to despair, along with the rest of the galaxy!"

"...And you're helping Crazy McBitchy again why…?" Makoto deadpanned to Mukuro.

"She owes me for what she did," Junko replied in her normal personality, making Mukuro look away with a frown.

"Eh? For what she did?" Makoto blinked before Junko smacked her.

"Silence, ya cow-tittied slut!" Junko exclaimed, now taking on her more 'wild' personality, "No need t' ask questions since you're about to watch da fuckin' movie!"

"So? I'll just cover my eyes so I don't watch," Makoto countered before tensing in realization, "...Unless that device you're hiding under that cover can prevent me from doing such that…"

"Fuck yeah it does!" Junko cackled, "It won't let ya shut 'em for anything!" she switched personality again, looking more modest with her hair pulled into a single ponytail and glasses on her face with a calm persona, "I acquired it from a good student of mine who is part of the Towa Group. I'm quite pleased with her work since she also produced so many of my Mascot of Despair, Monokuma."

"Monok...wait. That damn bear that hit me, Kyoko and Shuichi with sleeping gas!?" Makoto exclaidem.

"Correct," Junko replied as a Monokuma entered, "My Ultimate Analytic abilities also let me study Fujisaki Chihiro working on a side project of theirs, which let me make a special addition to some so I would not overwork myself on controlling so many."

"...Then the person who hacked into Rook's computer…?"

"Oh, that wasn't me," Junko replied, back into her depressed personality, "That was my associate that you saw on the screen on orders from those old dead guys. I didn't expect him to capture your friend as well...but who am I to judge when it helps with Despair?"

"But didn't he stop the Despair you wanted for that video?" Makoto replied.

***WHAM!***

"GUH!" Makoto gagged.

"Shut the fuck up!" Junko barked, back in her 'wild' persona, as she removed her fist from Makoto's gut as she stomped over to the covered object and pulled it off...revealing a larger version of Monokuma's head, "Now get ready for some big ol' crazy ass Despair!"

* * *

"Gah! We're getting overrun!" Fuyuhiko yelped, his, Yukizome, and Teruteru keeping their backs to the door to keep it from being forced open by the swarm.

"Come on! We just want to inform you that we're your new headmaster!" one of the Monokuma's laughed, opening the window while dressed in a parka.

"Like hell you are!" Akane barked, punching the bear's face and sending him onto the others before the bomb in it went off and took out more of them.

"Joke's on you! We have a ladder to help us g-" one Monokuma began as it climbed up a ladder to the window...before Chiaki poked her head out the window, "..."

"What's wr…?" another began before it saw Gundham's hamsters poking out with her, "...Oh no...don't you dare...don't you demon dare…"

Chiaki and the hamsters shared looks before she put a finger on the ladder and pushed it away.

"No, no, no, no, nonononononono~!" the ones of the ladder freaked as it fell over away from the building.

"This is like Wave 99 in the first Call of Duty game that had a Zombie Mode that had an adventure aspect to it…" Chiaki noted, "The only thing missing are the hellhounds summoned by lightning bolts and the zombie made of pure energy that flies after you."

"Not helping, Chiaki!" Kazuichi freaked before they heard the sound of ice being made in an instant...and the sounds of the Monokuma on the door side of things were silenced, "...Uh…"

A few knocks went off on the door before it slid open and the trio fell over and onto the snow covered hallway floor. Everyone looked to see Jin sitting on a block of frozen Monokuma as Kirigiri was wiping some oil from his tanto.

"Not bad with that blade," Jin noted.

"Hmph. Still behind by twenty," Kirigiri replied.

"...I will catch up," Jin muttered.

"Jin!"

"Hmm?" Jin raised a brow as he looked over at Tsubaki, "...Oh thank god you're okay…"

"Oh~?" Ibuki raised up from her hiding spot.

"Stop it," Jin and Tsubaki deadpanned in unison.

"Mmm~"

"Jin, what's going on out there?" Tsubaki asked.

"That bitch Junko really is the person behind all the kidnappings. She killed the Steering Committee and learned that Monaka Towa is the one who provided her with the bears," Jin explained.

"She's taken over the systems inside of the building, but Mr. Kisaragi has full permission to freeze it all up to stop her from getting to use them," Kirigiri added before adopting a cold glare at one of the frozen bears, "Lousy little upstart...trying to take over my school and endanger my students…"

"YOU…!" a Monokuma roared, jumping at them with claws out.

"SHUT UP!" Jin and Kirigiri snapped, slashing it into pieces at the same time.

Tsubaki looked back and forth between Jin and Kirigiri before sweatdropping, _'I...I think I found an ancestor for where Jin gets his personality from…'_

"Kirigiri, you said you had two more people that were looking into the issue students aside from Yukizome, correct?" Jin asked.

"I did."

"Where are they now?"

"If I had to guess, Juzo…" Kirigiri began before a roar went off, followed by a Monokuma with its face punched in flying by the window, "...is near the school entrance."

"Juzo?"

"The former Ultimate Boxer."

"Tends to think more with his fists than anything?" Jin asked.

"Yep."

"So the male equivalent of Nanaya," Jin muttered.

"...That's...not untrue…" Yukizome admitted, "Wait. How did she take over the systems of the school?"

"More than likely, she's in the control room," Kirigiri replied, "More than likely, she used the connections she had with the committee to get in there before killing them."

"Where's that?" Akane asked.

"In the underground labs," Kirigiri replied.

"What?! But that place is a freakin' maze!"

"No it's not. Ibuki can find hers just find," Ibuki chimed in, "...Wait. Has anyone been able to get into their special lab?"

"..." those who required labs for their talents tried to not look at her.

"Wow. You're all stupid," Ibuki noted.

"OI!" they all snapped.

"Right...Someone get Juzo-san," Tsubaki spoke, "Headmaster, will it be safe for Jin to freeze things down in these labs?"

"Some parts he'll need to be careful in his application to prevent the school from collapsing on us since those are where the support beams are," Kirigiri replied, "Mioda-san, because of Enoshima's interference, the normal ways into the labs are unavailable."

"Huh? Why are you telling Ibuki that?"

"I know you've been using the vents to get into your lab," Kirigiri replied with a stern look, making Ibuki gulp and sweat a little while trying not to look at him.

"Busted…" Hiyoko quietly giggled before hiding behind Yukizome when Kirigi gave her a cursory scolding look.

"A small team will be needed," Tsubaki noted, "Ibuki will need to be in it because she's more than likely the one with the best knowledge of the ventilation system."

"Good idea," Jin nodded.

"Akane and Juzo for heavy hitting, Jin for dealing with any traps, and the headmaster to get access to the control room," Tsubaki noted as Kirigiri nodded.

"Alright!" Akane whooped, "Yo, Teruteru, I needs me a big ol' Fighting Bento!"

"Fighting Bento?" Jin repeated.

"Nothing but meat," Teruteru sighed.

"And make it a deluxe!"

"And one bottle of the steroid soup for emergency."

"...I shouldn't have asked," Jin deadpanned.

* * *

"...How are you guys able to navigate through here?" Jenny asked as she followed Kibo down a metal hallway.

"The labs used to have special symbols to show which lab belonged to who, but I am guessing the person who had kidnapped me and Iruma-san removed them to keep anyone trying to find them confused and lost," Kibo replied.

"Great…"

"I have a digital map I made through saving images in my head, so I am not lost," Kibo noted.

"Great!" Jenny beamed before she heard footsteps nearby, "...Kibo, stay close."

"?" Kibo blinked as Jenny converted her arm into a blaster, moving along the edge of the wall as she peered near the corner.

"..." Jenny narrowed her eyes before she stepped out, charging her blaster up, "Alright, wh-Ben?"

"Jenny?" Ben blinked, his hand inches away from the Omnitrix.

"Maki? Sempai?" Kibo blinked as he poked his head out.

"Kibo?" the two blinked.

"What are you doing down here?" Ben asked once he lowered his arm.

"I'm looking for the missing students with Kibo's help," Jenny replied as she converted her arm back to normal, "What about you?"

"Same while also looking for Makoto."

"What?! Makoto went missing too?!" Jenny gasped.

"Yup...which is why once we find the mastermind, I'm gonna hit them so hard as Rath, Chuck Norris will be impressed."

"Chuck who?" Jenny asked.

"An American actor said to be on par with Segata Sanshiro," Kibo explained.

"Segata who?"

"We'll introduce you to videos of them later," Ben stated, "Right now, focus."

"Right," Jenny nodded, "You have any ideas where the missing students are?"

"No. All I know from one of those bears we interrogated is that they're in one of the special test labs," Ben answered, "And honestly I'm about ten minutes from just going Armodrillo and digging my way through the place without a care in the world for structural integrity."

"Ahh! M-matte!" Kibo yelped, "I have a digital map that can help narrow down the lab that you mentioned! I am sure we can find the missing students and your friend if we use it!"

"...you sure man?"

"Wh-?! Of course I am sure!" Kibo snapped, "..I was not aware that Ben Tennyson was robophobic, Jenny-san."

"No he's not, Jenny spoke in defense, "He has a few aliens that are like robots."

"Oh...I apologize then, Tennyson-san," Kibo bowed his head.

"It's fine man. Just...please pull that map up so we can hurry and find my girlfriend," Ben sighed.

"Of course." Kibo nodded as his eyes flashed, now displaying a holographic image showing the underground facility, "There are a few special test labs for the students that excel in robotics or inventing to use for their creations."

"Best bet that's one of the labs that makes the freaky bears…" Ben began, "But where would they be able to make a holding cell, let alone one no one notices right away...and can hold My girlfriend...who can bench press an airplane?"

"She has done it before…" Jenny muttered, "Why...no one knows. I think she was just bored."

"No it was my bad. We were having this little couple spat about who was stronger…" Ben explained, "I conceded she's stronger then a lot...but not all my aliens. I'm proud...but thankfully still in a relationship."

"...you are a very complicated person, Ben Tennyson," Maki deadpanned.

"I am literally and figuratively a man of many faces…" Ben replied, "And thankfully...one who has mastered the art of the serious relationship and how to not screw it up...again…" he muttered, "But as you can see...I am very eager to get back my better half."

"...Hold on…" Naegi spoke as he looked at one larger room on the map, "What's this place right here?"

"It was an old stadium room used for theater practice for Roman spectacles...it was put on lockdown after one of the actors got injured," Kibo explained before blinking a bit, "...Wait…of course. It is obvious yet unobvious...it's big enough to hold multiple people, and no one would suspect it."

"Meaning that's where the missing students and Makoto are!" Jenny realized.

"And now I know where to run to and bust down the door with reckless abandon and unneeded amounts of violence." Ben smiled.

"Matte. There could be a…" Maki began before Ben ran off, "...trap..."

"...he does that a lot, doesn't he?" Naegi asked.

"He'll be fine." Jenny replied nonchalantly.

"Yeah but…" Naegi began as a flash went off and explosions and noises of other dangerous traps going off could be heard.

"Watch your step...there are a LOT of bear traps...which has to be painful irony!" Diamondhead shouted back.

"Oh haha! Real punny, mr h-ack!" a Monokuma gagged out as a slicing noise was heard.

"No time! I got a lady to save!" Diamondhead declared.

"Hey that's not how this-GAH!" another one was taken down.

"Pay attention to -BLARGH!" this one was impaled to a wall.

"Oh you outright s-!" another began before its head was split down the middle, "Ahh! I've been bearsected!"

"If you make that into a saucy joke I'm going to blow this place up with exploding diamonds!" Diamondhead shouted as he jogged forward.

"Wait...he can do that?" Naegi asked.

"He can do a lot of things with this one." Jenny explained.

"I am almost afraid to examine it if that is true," Kibo admitted, cautiously stepping away from oen of the leftover diamond shards.

"Boo b-" another Monokuma began as it pounced out from behind the four...until Maki used one of he diamonds to slice its head off, "ACK!"

"...This is really effective," Maki noted as she looked at it, "...I might save it for later…"

"...how about we stay behind Tennyson-san so we can help get the others out?" Naegi suggested.

"Good idea," Kibo and Jenny nodded as the four followed after him.

* * *

"RAAGH!" a tall muscular man with tanned skin and short dark greenish-grey hair roared as he punched out a Monokuma, "Damn it...I know you're behind this, you bitch…"

"Yup! And thank you so much for keeping us secret~!" one Monokuma laughed as he tried to lunge at him, only to be punched out hard in the face.

"To think...you could've stopped it, but you wanted to keep your whole mancrush a secret!" another mocked.

"Tch…!"

"So now you will die...and he won't be there to s-" another began before they were impaled by a series of ice swords, "AAAGH!"

"...oh f-" one Monokuma began before Akane delivered a drop kick to its face, sending him flying into a group as they all went flying like bowling pins.

"Bullseye!" Akane laughed as she landed, "Check it out, Jinny! I took out more than you!"

"Do not call me that…" Jin scowled as he and Kirigiri walked over, Ibuki following behind them, "Bad enough I get it from Tennyson and his woman...I don't need another to call me that."

"...I'mma still think it."

"Grr…"

"You okay, Juzo?" Kirigiri asked the tall muscular man.

"I am...been holding these damn things off for some time…" Juzo answered, flexing his fingers a bit, "...Please tell me that bitch Enoshima is behind this attack."

"She is…" Jin answered...before narrowing his eyes, "And if what I heard is true, you knew as well…"

"..."

"...But she had blackmail on you about something, so…" Jin began before stabbing his katana into the ground, sending out a large wall of ice that sent some Monokuma flying, "We're going to put an end to her entire operation. Interested?"

"...If it means I can put that bitch in her place…" Juzo began as he cracked his knuckles, "I'm all for it."

"Good, then help me and Owari hold the bears off while we protect Kirigiri and Mioda."

"Countin' on ya, Jinjin!" Ibuki cheered on.

"Woman I will end you!" Jin snapped.

"Do you allow anyone to call you nicknames?"

"Not if I can help it...I just can't beat Tennyson into submission is all. Lord knows if I tried the same with his woman...she'd hand me my ass…"

"...I can totally see it," Akane admitted as she kicked away a Monokuma.

"Just focus on the damn bears."

"...Problem with that…" Akane began as she pointed behind the ice wall, revealing a huge army of Monokuma with various weapons marching forth.

"Alright men! Give them no quarter! Make them all see despair or kill 'em trying!" a monokuma in a general's outfit declared.

"Sir yes sir!"

"...Junko must've seen this coming," Kirigiri frowned, "She's trying to make a wall to prevent us from advancing."

"She can hold us back for a while...but if I know one thing for certain. Tennyson has already rushed in headfirst...ramming down every door in his path like a mad man with no brains. And he won't slow down till he's saved each and every person he can...and even then...it'll only be so he can annoy Junko into insanity...or further into insanity, and then defeat her in a painfully ironic way that will leave her broken or obsessed with him like one of his many stalkers." Jin explained.

"I'm honestly hoping she ends up breaking…" Juzo growled.

"Sadly I've been around enough lunatics to know...it's almost never the first option." Jin sighed, "Tennyson has billionaires, former heroes turned evil, arms dealers and if I believe it...Lovecraftian Elder gods that despise him."

"Oh Ibuki has to remember that last one for a song," Ibuki whispered.

"Whoever kills the most bears...get to beat the mad woman after Tennyson drags her out." Jin spoke up simply.

"I'm game," Juzo grinned.

"Same her!" Akane added, an almost feral look on her face as she pulled the soup for her bento, "That bitch is gonna rue the day she messed with my friends and take Coach Nekomaru!"

"When we give you an opening, you and Mioda rush for the entrance to the labs," Jin said to Kirigiri as Akane chugged her soup and bulked up from it.

"Are you certain with these numbers?"

"...I've faced Tennyson in his cloning alien forms...I'm visualising his face on them...this will be...cathartic by proxy." Jin smirked.

"...funny…." Juzo began as he held his fists up, standing in a boxing stance, "I'm imagining that bitch Enoshima's face on them."

"...you two have issues," Akane blurted as the wall began to break down, "...but I am not complaining!"

"Ikuzo…" Jin ordered before the three charged.

"CHARGE!" the lead Monokuma ordered as the army of Monokuma charged forth.

* * *

"RAAAGH!" Diamondhead roared as he charged into a large barely lit room, "Okay...everything seems clear…"

"..I am detecting multiple heat signatures," Kibo spoke as he and Jenny peered in, "Yes...the others must be in here."

"I'll provide us some light," Jenny offered as her eyes flashed, letting some light into the room as she looked around...and soon spotted the missing students, their heads down while lockign into what looked like podium seats, "There they are."

"Everyone's here…" Naegi whispered as he and Maki hurried in, "Sayaka, Leon, Fujisaki...everyone in my and Maki's classes...and the other missing student's from Chiaki's class."

"..." Diamondhead jogged forward as he looked around for the one person who personally mattered most to him, "...Damn it...where is she?"

=Oh you''ll find out soon enough~= Junko's voice chirped out.

"?!" the five tensed before the lights turned on, revealing that they were standing in what looked like an arena with a large monitor looming above them, Junko staring down at them with that ever psychotic smile of hers.

=Hello, Ben 10~= Junko greeted =Funny to see you here. What? Was class just as boring to you too~?=

"Okay Junko...what's the game here?" he sighed, flashing back to Ben, "I know how this game goes. You have an edge over me, you have the person I want most of all in the world. You have an evil plan that you worked out to the tenth level of stupid math, and you don't plan to listen to reason and just stop this so we can all go home."

=Wow...right to the point. No teasing, no foreplay, no nothing...that poor girlfriend of yours=

"You don't know what we do together!" Ben laughed, "But seriously, where's Makoto?"

=Oh don't worry. You'll find out soon enough= Junko assured =Just need to get the audience ready=

"Audience?" Naegi repeated before a pair of metal claws grabbed him and Maki and dragged them into a pair of empty seats in their respective classes, "Ahh!"

"Wh-?!" Jenny began before she and Kibo were pulled into another set of empty seats, "Ahh!"

=Funny how magnets and Plumber tech can work when the right hands are used= Junko giggled as a pair of speakers were lowered down to the unconscious students =Shame the hypnosis was temporary for a few, but...oh they'll soon follow the light fully...ahem. HEY FUCKTARDS WAKE UP!=

"GAH! FUCKING HELL!" Mondo exclaimed as he shot his head up.

"I didn't do it!" Hagakure yelped as he woke up.

"You know you could have just shone a light on the seats…" Ben replied.

=Where's the fun in that?=

"It's practical…" Ben shrugged with a smirk.

=Oh you'll be taking this serious soon Ben~=

"Hey!" Ben snapped, "Only Makoto get's to say my name like that!" he spoke ruining the mood even further, "I'm sorry that was rude. You were in the middle of evil Monologue Number 43...continue."

=...Know what? I was gonna wait until Tsumugi and Mukuro got the cameras ready for everyone on Earth to see, but…= Junko began as a panel opened up in the floor =I may as well show you your opponent~=

"?" Ben raised a brow as a figure was lifted up from the hole in the floor...revealing it to be Makoto in her Proto-Armor. Only...the acorn color was replaced with a faded white and black as she wore that helmet over her head, "?!"

=Yeah….what better way to make the universe's greatest hero fall into despair...then by having him fight his sweetheart~?= Junko smirked =Oh and btdubs? Don't even try and take that helmet or collar off. The moment anything tries to mess with it aside from myself and her-which I highly doubt she can-..._boom_. Her pretty little head explodes, so if you want to save everyone...you. Will. Have. To. Kill her~=

"?!" Most of the student's eyes widened at that.

"Aahhh…" Ben sighed, making most everyone blink, "Okay...let's go."

=Wh-what! What reaction is that!? Don't you care?! I'm making you fight the love of your life!=

"And you're talking like you already won." Ben countered, "Come on, Makoto. She said you can take it off, so…"

=Oh...heh. You had me worried a bit there. But...if you want to see her pretty face so bad…= Junko began as a pair of claws lowered down, taking off the helmet but leaving the collar on, Makoto's head looking down as her eyes were shadowed over =Here you go~=

"...M...Makoto?" Jenny spoke from her seat, "Are...you okay?"

"..."

"...Come on, Babe. Say something a-" Ben began as he approached her.

"Don't touch me, you filthy human," Makoto whispered, her voice cold and empty as she lifted her head up...revealing her once hazel eyes now a menacing red, swirls being seen within them.

"You brainwashed her?" Ben asked slowly, his voice dropping in pitch as he said so.

=In a way. I just showed her the glory that is despair= Junko answered= And oh ho she was a bit of a fighter at first! But then...somewhere down the middle she started whispering and shouting 'No...st...stay away from me...I...I don't want to be another slave for you sick humans'...or something like that. Man...she must have had one _fucked up _childhood if she said something like that!=

"Alright then...if that's the game." Ben slapped the Omnitrix just as Makoto charged and punched at him, her fist hitting nothing. Everyone blinked as ReBoot teleported behind her while in a thinking pose. He shook his head as he teleported around rapidly till it looked like he was in a dozen places all at once.

=Hey hey wait! I didn't even start the cameras yet!= Junko shouted before she was whispered something from someone offscreen =Wait...w-we're live? Oh..oh! Ahem! Greetings people of Earth! I am Junko, the Ultimate Despair...and you are about to see your greatest hero Ben 10 fall into despair in a Mortal Kombat style match...against his lady love~! And even if-and it's a BIG if- he could take the bomb off her neck..it's too late. She's already succumbed to glorious despair, so he will have no choice but to kill her either way!=

='Scuse me= ReBoot spoke, appearing next to her =Mind if I use your computer? I need to stretch my legs= he spoke as everyone looked back and forth between him and the dozen clones keeping Makoto distracted =No? Okay thanks Blondie~= he laughed jumping down and vanishing.

=?! Wh...h...what just happened?!= Junko exclaimed.

"ReBoot is an alien made of Electrical Data given sentience and DNA form." Jenny explained, "To him time moves so slow, he's probably been thinking for a whole day now. And he can control any and all forms of non-sentient technology."

"He can do that?!" Naegi snapped in shock.

"Yes…" Jenny nodded.

=Wow! You have got a lot of creepy fanfic in here…= ReBoot's voice laughed =It's...it's very naughty...wow you need help lady...and I mean of the romantic kind...yeesh…=

"...Seriously, what the fuck did we miss?!" a female student in a pink uniform and steampunk goggles exclaimed.

"It's...a bit of a long story, Iruma-san," Kibo explained.

=Wow how much Bear data do you need...lets see Delete...Delete...Delete that...Oh definitely deleting that! No more fake panda's already...they aren't even cute like real Pandas. I mean have you seen one? They are adorable, maybe if you did more of that then focusing on this weird despair boner, you'd be able to get a boyfriend= ReBoot rambled.

=HEY! HEY! That's personal, you living computer virus!=

=Not anymore...share...share...and delete that, and this...oh hello? Despair Video file, secret weapon, key to master plan?= he spoke, =Ohohoho you really should name things better~=

=...No. Don't you dare...don't...you….dare…= Junko snarled out.

=Too late!= he laughed appearing behind her again, he then held up his hand showing a mass of data =Wow...this is nice. Would be a real shame if someone…= he made it into a cube shape and began messing with it like a rubix cube =Ruined it forever~= he sang out in an auto tuned voice as he held it up as it fizzled and sparkled before fading away.

=NO HO~! MUKURO, THIS IS YOUR FAULT YOU WOODEN PLANK SLUT!=

=Oh by the way...I erased all similar and even closely similar files from the internet and every private computer in...the galaxy for good measure!= ReBoot laughed =And yes...I am that fast in the internet, and yes I can do that all while being here at the same time!=

=You...you…!= Junko began...before she began to laugh in an unsettling manner =Upu...upupupupupupu…=

=Eh?=

=This is what it feels like...the despair of failing a well calculated plan...the despair of your life's work going down the drain….the despair of losing...it...it feels…= Junko began as she began to laugh =WONDERFUL~!=

=You are Joker levels of weird...oh no...don't tell me I'm your Batman…" he sighed in a tired and disgusted tone.

=Oh I wish! I'm more of a…= Junko began as she got up...and began to swing her metal bat at him =HARLEY QUINN!= she cackled as she repeatedly swung at him, missing each time...and never once stopped.

=Okay, good night crazy lady= he replied as he became intangible and let her miss again, he then became solid before he snapped his fingers, a small mallet made of light formed over her head before it bonked her, and made her fall down =Hey you creepy one, yeah you, come here…= he waved his finger to beckon someone over =Don't try to run. I'm literally already waiting at every exit you can take, even the vents=

=...I am not creepy= Mukuro's voice spoke as she walked in from the sides.

=And I can tell you are hiding a dagger waiting to strike at me= ReBoot countered as he became intangible =But spoiler...I'm made of data and light...so lets make this simple...cuff yourself and crazy, go topside, and I'll make sure you just get sent to juvie while we lock her up with the other crazies=

=...She was right about one thing…= Mukuro bean before looking over, seeing Makoto still trying to strike at ReBoot's clones =Your lover is so deep in despair after seeing that video and suffering ptsd….it is impossible to pull her back up from that abyss. In truth...when I heard her sobbing...I felt guilty about what my sister has done to her...=

=...What did she say exactly?= ReBoot asked.

=...Near the end, she said she despised humans...even those she once saw as her friends, claiming that their love for her was all lies….that no one can ever love or be friends with a Beastkin=

=...She's thankful I'm the better human being…= ReBoot whispered, glaring down at the unconscious Junko =Wait...Video. You mean the one I just took?=

=Yes but...you destroyed it=

=Oh honey...no...Computers don't work that way, I was lying= he replied in a condescending tone =I just took all of them, compressed them and ate them. It's literally in my virtual belly=

=How can you...why did you say that then?=

=That's how this works. The good guy beats the bad guy...without doing something totally stupid= he went on =I figured it be important, so I began decoding it to see what it did and how it did it. Yeah...this form makes me smart, but time moves so SLOW! So I try not to use it=

=...=

=Oh and uh…= ReBoot began, looking amongst the crowd of students before settling on Ryota Mitarai =Ultimate Animator dude...I found what was left of that hope video you were trying' to make...man that psycho witch really tried to delete every trace of it...hope you don't mind if I borrow it real quick=

"...N-no. I don't," Mitarai replied.

=...what are you planning?= Mukuro asked

=Might sound cheesy, but if despair is what put her into this...then I need to remind her of all the good times we had...to remind her who she really is...remind her about the people who love her= ReBoot answered.

=...Provided you can get her to stand still and watch=

=Oh trust me. If anyone knows how much stamina Makoto has...it's me!= he chuckled, earning a few stares, =Ehem...n-not like that…=

"Could've fooled me…" Iruma muttered.

"No tact what so ever..." Byakua muttered.

=Okay, first= at that, the ReBoot after images freed everyone of any restraints and helped them stand before vanishing as quickly as they appeared =Second!= at that, the after images began moving around Makoto before boxing her in as two grabbed her arms and used them to force her to her knees to pin her in place. =And Third, splice the despair video, find all the key parts, use the Hope video as an anti-virus, counter all that, splice it back to the Hope Video...and Boom! Hope Video Dos Point O."

"Raagh! Let me out!" Makoto snapped as she freed her arms and banged against the 'box', "You goddamn humans are all the same...you really want to enslave us Beastkin like filthy animals! Well when I get out...we…!"

=I mean technically I'm not human, Eighty percent of the time, trust me I do the math= ReBoot spoke as he appeared in front of Makoto =You know that's wrong anyway. You have Noel, Tsubaki, Mai, kinda Kajun…=

"No...you lie...that video Junko showed me...she showed me what humans truly can be like...which is why she's right. Despair is the only thing you damn humans will learn!" Makoto barked.

=No...that's not Makoto talking. That's the video closing your mind, making you sleep and forget all the things you know and believe. Putting a fake voice in your ear, making the girl I love say things she doesn't even believe let alone mean. How would your mother react to this, young lady?= he taunted, forming a screen in his hands he expanded and held up to her face, =You know this is bullshit. It's hypnotism nonsense, but this...this will let you break free of that, Makoto...it's me...Ben...if you...the real you can hear me...make yourself look...please…=

"..." Makoto said nothing as she focused on the screen..which soon began to play some clips, "...These are...some of the moments I've shared with you and my f...no...it..it's a lie...you…"

=Remember this one? This is after we dealt with Billy…= ReBoot pointed at an image of Ben and Makoto at a laser tag arcade =Heh...seriously you could not aim for spit...but you were sneaky with the close range shots=

"You always believed me when I pretended to give up…" Makoto spoke.

=Yup...and this one…= Reboot began as another image showed, this time showing Makoto and her friends in Team Remix Heart running away from what looked like a mutant gerbil with robotic parts =Oh remember this one? Kamikaze made a GerbilBot to try and steal RB from Noel and sicced it on you guys…he even made a SquirrelBot=

"...He should not have angered me or Noellie…" Makoto muttered before shaking her head, "No...I...st….stop it…"

=And recall this? You and I got into an all you can eat competition...one you challenged me at to see if you could beat Upchuck= he pointed at another image.

"Stop...it…!"

=And this one? This is the day after the Invasion...you actually looked kinda pretty in that dress Noel picked out for you=

"..." Makoto said nothing as tears began to form in her eyes.

=And here's an important one for both of us…= Reboot began as another image popped up...showing Ben and Makoto looked out at space =When we both confessed after Azmuth saved us from that pod Attea and her pops put us in=

"...Please…" Makoto whispered.

=You are not weak...you would not take that girl's crap lying down. My Makoto...the Makoto I fell in love with, whom means more to me, whom I refused to lose so much I pushed every ounce of anger I had down just to focus on saving you the way you'd want me to...with this stupid smile...you think is kinda cute=

"..."

=And right now...I miss your smile the most...that bright sunshine filled smile that brightens up my day...that makes me happy whenever I feel down. That smile...that helped cement my love for you…I hate seeing you like this. I hate the idea you could actually have given up, my Makoto never gives up. Never. You are the one person in this world whom when you give me that angry glare, I'm afraid for my life, cause I can let myself feel weak around you=

"..." Makoto began to let out a ragged breath, her lips quivering as her tears never stopped flowing, her eyes beginning to slowly change from the menacing red to their normal hazel color as the swirls within them began to vanish.

=Also you have your friends that care about you...back home…= ReBoot paused as he motioned to some of the students of Hope's Peak that we're watching =And here...and they care as much for you=

"...H...he's right!" Hina called out, wiping the tears form her own eyes, "Mako-chan, that night you me and Akane-chan had when we pigged out on donuts was an amazing night!"

"Y...yeah! And let's not forget that match you and Ryoma had!" Kaitoh added as a small student with a candy cigarette in his mouth turned away, "You wanted to prove that Lacross or whatever was just as good as Tennis was!"

"...She was very adamant about it," Ryoma muttered, "But...it kinda showed I still have a ways to go."

"Don't forget me, Makoto!" Jenny called out, tears forming in her own eyes, "Makoto...when I first woke up here in the present, I...I felt so lost...I felt like I had no one...but you...you, Noel, Mai and the others..you accepted me with opened arms and were there for me. You...you girls became my best friends and….and it pains me to see you act that way."

=Come on Makoto...break free...please come back to us= ReBoot begged.

"..." Makoto began to pant, her arms shaking as she looked down, her tears growing more and more. Within a matter of moments, she reached up for the collar around her neck, gripping it hard as she began to crush it in her grip and tore it off, tossing the remains to the floor just as the 'box' around her banished, ReBoot changing back to Ben as he quickly caught her into a hug, "Please….please...don't...don't ever let me go there again...don't...don't ever leave me…"

"I promise...hey hey...it's okay!" Ben spoke quickly as he tightened his grip, "I'm here. I'll always be here, and even for the small moments I'm not...I'm always gonna be running home to you."

Makoto let out a whimpering sob, not once leaving his embrace as she rested her head on his shoulder, her tears staining his school uniform, "I love you...I love you so much, Ben…"

"I love you too...it's okay...you're safe...cry it out." he whispered softly in reassurance, patting her head as he held her close, "God we're gonna need another vacation after this…"

"...h...hai…" Makoto squeaked out, her tail wrapping around them both.

* * *

"..." Mukuro said nothing as she watched the tender moment play out, a lone tear dripping down her cheek.

"Junko Enoshima…!" Rook's voice called as he kicked down the door, his Proto-Tool out in rifle form "You are under arrest f…" he stopped when he noticed Junko unconscious on the floor, "..."

"Ben...Ben Tennyon did it." Mukuro explained awkwardly, "How...but…?" she looked down at the downed Junko, "...How was he able to pull someone from that deep in despair?"

"I believe you overestimated this concept of Despair your sister is so...profoundly fond of…" Rook countered, "Ben has faced overwhelming odds, and come back from them. He has saved the world from maniacs and lunatics who refuse to accept defeat. He has come back from total loss still as kind and as heroic as ever. Ben does not feel despair, he does not admit defeat, he is a Hero, and to Ben...a Hero just stops the bad guy and always wins."

"...Hope…" Mukuro whispered, looking back at the screen as she looked at Naegi checking on the others, "...Naegi once told me to not give up on hope...that hope can help push us through...that it can help people find the light in things...perhaps...he had a point."

"It is often the last one you expect to make sense," Rook argued, "I mean I never expected Ben to be so inspiring at times."

"...Fine...then he wins," Mukuro sighed, holding her wrist up, "I wish to atone for my sins...the sins I helped my sister cause."

"Well I believe that can be arranged with some time served and good behavior." Rook smiled, pulling out a set of cuffs, which he put on Mukuro, before he cuffed Junko...twice, and then twice around her ankles.

"...You might want to put a warning out for Tsumugi Shirogane, the Ultimate Cosplayer," Mukuro added, "She is almost like the Ultimate Imposter...minus the weight issue to the point she becomes the character themselves, even other people if necessary."

"I think I am going to have to call in someone with special skills for that one." Rook admitted, "Either way, let us proceed, to a as they say 'Looney Bin' for your sister."

"...Let me ask this just as we are leaving…" Mukuro began as Rook picked up Junko, "How were you able to survive the bomb that was around your neck?"

"...Believe it or not, it was your sister's partner Izuru," Rook answered, "He took it off my neck just before it exploded."

"...And where is he?"

"That...should probably be concerning…" Rook realized, "He just muttered something and...left…what if..."

"HELLO!" Ibuki shouted as she poked her head out from the upper vent in the room, "Ibuki is here t…" she paused when she saw Rook and Mukuro looking at her, "..."

"Honestly, Mioda...maybe you should've jinxed the school's cheerleading squad with the amount of ener…" Kirigiri began as he walked in...before he noticed Junko and Mukuro, "..."

"...Before you ask, Ben Tennyson managed to defeat her," Mukuro answered their unasked question.

"As was expected." Rook added, "'Was not a question of If...only When' is how I have learned to bet on Ben."

"...Mmm. Ibuki wanted to see an epic showdown or climax," Ibuki pouted as she slipped out of the vent, Kirigiri moving past her as he went to the computer.

"Where is it...the controls for those damn bears should be in here…" Kirigiri muttered as he looked through the files.

"Ben Tennyson used one of his forms to delete all things relating to theo monokumas," Mukuro stated.

"...If that's true, then why are they still converging on the school?"

"...?!" Mukuro's eyes widened a bit, "Monaka Towa…"

"...Of course….she created the robotic bears, so she would have control over them for Junko should she be unavailable," Kirigiri realized with a frown, "...Meaning she's hiding somewhere above the surface."

"The job is never done…" Rook sighed.

* * *

"HA!" Akane shouted as she axekicked a Monokuma hard in the head on the school grounds above the labs, her clothes a bit torn and her skirt shredded up with her body normal from the soup wearing off, "Heh...that's 35 for me."

"Damn it...she's catching up…" Jin sighed as he sliced down another, "39…"

"40…" Juzo spoke, jamming a Monokuma's clawed arm into its face before punching it hard, sending the claw piercing right through, "Damn it...what's keeping Kirigiri? These damn things should've shut off by now!" he snapped as he tossed the Monokuma into a pile of them, letting it explode and take them out with it.

"Something must be wrong…" Jin spoke, spinning around as he dropped to one knee, he swung with his sword as he continued spinning around, moving forward step by step while constantly balancing on one knee with each spin, before rising back to his feet, he sheathed his sword, and with the click of its guard, multiple Monukuma's suddenly stopped as gashes formed in their bodies, the gashes forming large spikes of ice which tore them apart from the inside out, "By now...I'm sure Tennyson has won...so why are these stupid robots still rampaging!?"

"Beats me! I'm just pounding away a-why are they stopping?" Akane blinked when she noticed the Monokumas stopping in their advance, "...did...did we win?"

"...no. something is u-" Juzo began before the ground shook a bit, causing the three to nearly lose their footing, "?!"

"Oh now what?!" Kazuichi yelled as he opened the window, "Tell me you guys didn't...blow...up…" he slowly stopped as he noticed something approaching in the distance, "...AHHHHHHHHHHH~~~~~~!-!-!-!-!"

"Kazuichi, what are you freaking out ab-" Tsubaki began as Peko and Gundham helped carry her over...before her own eyes widened at what she saw, "?!"

Approaching the school and towering over the entire city was a Monokuma...a massive one wearing a kingly garb with a large crown on its head, carrying a royal scepter in one hand as it came to a halt.

"**Behold, oh mere peasants...it is I! Your king...Big Bang Monokuma!"**

"All hail the king!" all the Monokuma that were still functioning declared as they bowed.

"Oh fuck my life…" Jin said simply.

"I...don't think I can punch that…" Akane spoke slowly with an awkward chuckle.

"The fuck was this thing hiding at?!" Juzo snapped.

"TENNYSON!" Jin shouted, "Get out here...I need you to be an overcompensating showoff!" He swung his sword forming a giant ice wall the size of a glacier to protect them, only for it to shatter from a single swing of Big Bang Monokuma's scepter.

=Oh don't worry about him. Big Sis Junko made it so he can't get out of that lab= a voice spoke as a monitor appeared on Big Bang Monokuma's stomach, showing a young girl with short dark-green hair almost resembling cucumbers, her green eyes showing swastika marks in them.

"...Tch. Of course it would be you..that damn brat from the other day," Jin scowled, "Monaka Towa…"

=Yup! I'm big sis Junko's backup _backup_ plan should things fall off the deep end!= Monaka giggle =And I am here to punish you naughty devil adults for trying to punish me and my friends...and for trying to take down big sis=

"...Sensei?" Tsubaki spoke as she looked at Yukizome.

"She's one of the students from the elementary school...I...I had heard she and four classmates of hers attempted suicide..." she answered.

=But Big Sis Junko stopped us and told us how important we are...We are gonna be the Warriors of Hope for all children kind!= Monaka declared =And we will save them all from the likes of evil nasty adults!=

"I'll admit I'm kind of an ass, but I'm not evil…" Jin muttered.

"Least you can die admitting that!" Akane spoke with a grin.

"**Begone! Big Bang Smite!"** the giant Monokuma spoke, swinging down on them, Jin formed another wall of ice but it barely slowed it down. Everyone cringed...but nothing happened.

"Wha…?" Jin opened his eyes only to flinch as a bright golden light shone in front of him...the figure holding the scepter up...with a single hand.

The figure turned to face Jin, blue eyes shining through as they stared into his. The light began to slowly fade revealing it was a man...clad in armor. A black body suit covered his entire body, segmented golden armor covered his legs with streaks of silver and glowing blue accents. The armor formed up around his torso, as it linked to large shoulder guards that spiked outwards. His arms covered in spiked armor, and his gloves covered in golden armor plates along the back of his hands and fingers. His helmet was different, it seemed to be shaped like that of a Wolf, the 'jaw' of the helmet sealed off with a golden mouth guard with glowing blue accents, two wings of metal blades formed along the sides of the helmet, as two spikes atop his head acted as the wolf ears. The blue accents shone as he grunted and pushed the scepter away...making the Big Bang Monokuma...stumble back and lose its balance.

"What...is...that…?" Jin asked slowly as the figure cracked its knuckles.

"?! Masaka…" Gundham whispered, looking down from the window as he stared at the new figure, "It..it cannot be...I had thought he was a myth."

"Gundham?" Tsubaki blinked.

"**Who dares to defy the king!?"** Big Bang Monokuma snapped.

"Waga na wa...GARO!" the armored man snapped, "Ougon Kishi...Garo!" He held his arm out as he summoned a blade out of thin air, the handle was made of overlapping layers of gold and blue, with a large circular golden guard with blue lines forming a diamond pattern in the center, a long broadsword blade with blue lines extended out a length of 3 feet.

"Garo…" Tsubaki repeated.

"_Oi Oi...humans are seeing us."_ a Hologram formed next to Garo in the shape of a skull with sharp fangs and armor forming around the sides of its face and forming a 'beard' under its chin, _"You know the rules kid, Mortals aren't allowed to know."_

"I'll deal with it later, Zaruba." Garo replied, "Besides...who'd believe in magic anyway?" he jumped forward and swung his sword, cutting off Big Bang Monokuma's entire arm which held the Scepter.

"**AHH! MY FUCKING ARM!"**

"One swing…" Jin whispered as everyone awed at the power behind this Garo.

"What is he?" Tsubaki asked, turning to Gundham once more, "Do you know of this...person?"

"O-only of a legend…" he explained, "A Golden Knight...who takes up a sword and fights the sins of humanity given form. Garo is his name, a Makai Knight…"

"Makai Knight?" Jin asked as Garo jumped around, toying with Big Bang Monokuma while swinging back and slashing into the giant. His sword cutting through as if the robot was made of paper.

"I thought it was just a legend...a Knight who fights demons while clad in golden armor…" Gundham admitted, "A Knight whose own name means Hope."

=Hope?! No no no! That's not fair!= Monaka whined out =I am a Warrior of Hope! I am here to punish you evil adults under big sis Junko's name!=

"I won't let that stand...no matter what kind of human...I won't let them die." Garo spoke, "I am the Protector of Humanity, I will carry on the hopes of those who have come before and those who have fallen. You speak of hope, but you don't know what it truly means!" he held up his sword, "Hope is to never give up and fight on, you just talk of revenge and pain. If you think that's hope...then you don't know it's true meaning. Or rather...you don't want to, puppetmaster in training."

=...=

"...What does he mean?" Juzo asked.

"...I should've realized it when she whispered those words to me the other day," Jin scowled, "She's faking innocence and playing the victim...no. In truth...she's just as fucked up as Enoshima is..."

=...Upuppupu...phoo…= Monaka chuckled with a pout =You caught me...since the others aren't here, I may as well say it...yup. I want to help spread the glorious word of despair like big sis Junko...papa didn't like I used his company to produce my Monokumas...good thing he's no longer of this world=

"Why…?" Garo asked as he stabbed his sword into the ground, doing so causing the ground to crater down greatly, "Why do people use such meaningless excuses to hurt each other…?" he growled.

"_Oi Garo...Garo...Kuon!"_ Zaruba called out to him.

"I'm going to knock some sense into you…" Garo spoke, cracking his knuckles just by closing his hands into fists. He suddenly jumped forward as he punched Big Bang Monokuma...and tore a massive hole through its head.

"AHH! HE TORE A HOLE IN THE KING'S HEAD!" the Monokuma's freaked out, "HE'S A ONE PUNCH MAN!"

"Grrr…" Garo grunted as he floated down and grabbed Big Bang Monokuma around his back, "Just because your hurt...doesn't mean you have any right to hurt others...I won't allow that…" he growled as he leaned back and began pulling the giant up and back as he tilted back, "ORA!" he shouted, lifting Big Bang Monokuma up and swinging him over...to slam it headfirst into the ground, its body crumpling under its own weight and force of Garo's suplex.

"...awesome~" Akane awed in amazement.

Garo landed before them as he looked up, a loud roar came from his helmet as he growled at all the other Monokumas.

"...I believe this is the perfect moment to quote Monty Python…" one Monokuma spoke...before they all began to run away as fast their stubby legs could carry them, "RUN AWAY! RUN AWAY!"

Garo held his hand out as his sword flew back into it. He marched forward before swinging his sword, sending out a blue wave of light, it gently washed over the people present. But once it hit a Monokuma...they all stopped and fell over.

"...What….what just happened?" Fuyuhiko asked he and the other students in Yukizome's class watched what had transpired from the window.

Garo said nothing as he lowered his sword and turned to leave. As he walked past the destroyed school gates, he stopped for a moment, his back turned as Izuru stared at him, "..."

"So...in the end hope has won…" Izuru noted, as if speaking with him, "...Perhaps...life isn't as boring after all…"

"Life is only boring when you give up on it." Garo spoke, "Fight...move...live, if you move forward with every ounce of conviction, then even in the darkest of moments, hope sparks and shines. If not for yourself...then live for the sake of others...and carry their hope. Isn't that what it means to be a human? You're weak...so you must rely on one another."

"..." Izuru said nothing as he took that info in, seeing Garo resume walking away, "...Rely on one another…"

"Tsubaki…" Jin began.

"Yes…"

"What the hell...was that?" he asked in a tone of shock and awe.

"I…I don't know…"

* * *

"Okay…" Kibo began as he and Jenny stepped back, lowering their arms, "The door should be easier to knock down now…"

"Perfect…" a large burly student in a blue track uniform grinned as he cracked his neck, "Ready, Gonta?"

"If it means getting friends out, then yes Nekomaru-senpai...but..what if we squish bugs on outside?" Gonta asked.

"...I think I saw one of those Monowhatevers stomp on a ladybug," Ben spoke, carrying a sleeping Makoto in his arms.

"?!" Gonta's eyes widened at that...before a wild look appeared in them, "WHAT?!"

"And now he's motivated." Ben replied.

"Uh...You do re-" Hagakure began before he was dogpiled on, "Ahh!"

"Shh! Keep your mouth shut!" Kaito hissed, "...That doubles for you too, Kokichi!"

"I wasn't thinking it," Kokichi spoke.

"Yes, you were," most of the students deadpanned.

"Even I know not to anger a gentle giant like dear Gonta," a female student with long blonde hair and an almost royal air to her added.

"The door, please, my good friends?" Ben changed the subject as he adjusted Makoto a bit so it was easier to carry her.

"OF COURSE!" Nekomaru roared out as he and Gonta charged, shoulder checking the door hard as it flew off outside.

"...You truly have made some...interesting friends here, Ben," Rook noted.

"Yeah...and I'm glad they are okay," Ben smiled, "Thankfully that Hope Video Dos Point O I made clears up any hidden brainwashing, too. Can't be too careful with crazy."

"..." Mitarai said nothing as he hung his head in shame, "...I should never have shown her that video…"

"...Hey. It wasn't your fault," Naegi spoke, earning his attention, "None of us expected Junko to...well be…"

"A psychopath?" Byakuya suggested.

"Well yeah b-"

"A crazy bitch?" Mondo added.

"That too a-"

"A pathetic excuse for a human being that got off lucky?" Maki asked, the Diamond she had picked up crafted into a dagger as she gave the unconscious Junko a death glare.

"Wh-what I'm trying to say is your video still helped out in the end, Ryota!" Naegi exclaimed, "Hope can truly be a powerful thing...Hope is what led me and Maki to finding you and the others. Hope is what saved us all in the end...Hope is what snapped Nanaya-san back to normal. Your hope video truly has saved us all, Ryota...so don't give up on what you believed. Don't give up on that dream of yours."

"..." Mitarai took that info in as he held his head down, sniffled a bit before wiping some tears away, "H...hai...I'll...try and continue on."

"Nice job, man," Ben noted as they all began to step outside.

"It...It wasn't that good," Naegi sheepishly chuckled.

"No, I mean it. You might not have any talent for say...crazy action movie nonsense," Ben muttered as Makoto nuzzled up against him, "But...you know these crazy guys well, 'cause they are your friends. And you could lead them, make sure they don't get out of hand...or, heck, stop nonsense like this from happening again."

"...You really think so?"

"I think you're way smarter at this Hope thing then I am,"Ben chuckled, "I mean I'm a good leader when things go bad, the world is in total danger, or the doodoo has hit the fan. But outside of that...Oh, I am _not_ a leader of men. That's all Tsubaki," he laughed, "But you, man...I don't know, you got something that keeps all this crazy together, like a beacon or something…in fact...I think I know what your Ultimate talent really is..."

"Eh?"

"Yeah...Ultimate Hope."

"...Ultimate Hope…" Naegi whispered just as some Plumbers ships flew overhead.

"And there's the backup I managed to call on before me and Kibo went down into the labs," Jenny noted.

"...A bit irrelevant now in a way," Kibo muttered, looking on at the school grounds covered in ice and Monokumas...and the now busted Big Bang Monokuma.

"Oh, so _now_ you arrive!" Jin snapped, making Ben stumble before his new friends helped him regain his balance and not drop Makoto.

"What...what happened?!" Ben asked in concern as Hina covered Makoto's ears to block out his shouting.

"Well, first the Robots didn't stop..." Jin explained.

"Okay so that part turned out right…" Ben muttered to the others.

"Then a giant one appeared!" Jin shouted, pointing to Big Bang Monokuma, "Then...and I can't believe I'm saying this...but...a Hero showed up and saved all our skins…"

"He's right…" Tsubaki spoke, Peko helping her over as she used a crutch to help stand, "A hero by the name of Garo came and fought off that giant Monokuma...but we learned it was being remote controlled, so we have no idea on where Monaka Towa is right now."

"Yeah...He came and stopped the robot, but couldn't gift wrap the brat for us." Akane sighed, holding her arms out only to blink as she caught a tied up Monaka, "?"

"...I'm not even gonna bother to ask…" Jin sighed, pinching the bridge of his nose.

"What the?" Ben looked around as did everyone else.

Naegi then gasped as he pointed up at Garo standing on higher ground. But as soon as the others turned to look...he vanished into thin air.

"...Nevermind," Jin groaned just as one of the ships landed.

"Well…It seems we missed the party," Max noted as he stepped out, "Funny...I managed to bring Ragna along to help."

"So I didn't have to do jack…" Ragna spoke from the ship, "...Good. I can continue my day off without the usual crazy….wait..." he poked his head out to see the piles of Monokuma and big Bang Monokuma, "...The fuck did we miss?!"

"Brother...you haven't even a single clue…" Jin spoke up.

"The hell does that mean?!" Ragna snapped, "And who the heck are all those weirdos?!"

"Uh...our friends," Ben and Tsubaki muttered.

"Acquaintances…" Jin muttered.

"Minus this one," Rook added, holding up the unconscious Junko.

"Let me guess...little know it all with an insane plan?" Max asked.

"Underselling it…" Jin sighed.

"She was the one who kidnapped the students, hypnotized Makoto and tried to have me fight her to the death in an attempt to make me fall to despair," Ben explained.

"...That explains that broadcast from earlier," Max muttered before looking at Mukuro, "...and this one?"

"Her sister, whom helped her with her plans...and wishes to atone for the sins I have caused," Mukuro answered.

"...Peko...Jin...hold me back." Tsubaki spoke, her eyes narrowed.

"Why?" many of them asked.

"Because I want to wring her neck...for what she did to my best friend." Tsubaki explained as Jin panicked, caught, and picked her up before she could move forward.

"...To be more precise, it was all her," Mukuro explained, pointing at Junko, "She even made her suffer PTSD while making her convert to despair…"

"Give the statement somewhere else! Read the room woman!" Jin snapped, dragging Tsubaki back as she tried to pounce at Junko, despite her injuries and wounds.

"Oh boy...This...is gonna be a day," Max sighed as some Plumber agents took Junko from Rook and began to take her off to one of the ships, Mukuro following behind them, "Ben, Jin...take Makoto and Tsubaki to the med ship. After this...you kids are gonna need some down time."

"I found most of this trip cathartic, sir...I am good to get back to work…" Jin grunted, dragging Tsubaki away.

"After today, I am more than willing for some serious vacation time with my girl," Ben sighed out.

"You earned it," Max nodded, "Rook and Jenny, you two good to hang around for statement gathering and clean up?"

"I would love to," Rook replied, "I still have much to learn of this little island nation and its culture."

"And I'd actually like to get to know some of Ben and Jin's classmates," Jenny added.

"Hmm? Why is th…" Max began before he noticed Kibo, "...Oh, I see now…"

"...I...it's not for that reason, sir," Jenny whispered in denial as she blushed a bit.

"Kiddo...I'm a grandpa and your boss, not your dad," he laughed, "Do what makes you happy." he simply spoke as he patted her shoulder, "Alright, I'll send for Noel to fly over to help you two once we get our tired and wounded back home for some much needed rest," he explained, "I'll stick around a bit to talk things out with the Headmaster. I have some ideas I'd like to run by him." he smiled before walking off.

"...Ideas?" Rook and Jenny repeated.

"Um…" the two looked over to see Chiaki approach, "Did...Did you...come across Hajime Hinata down there?"

"Who?" Mondo asked.

"Her boyfriend," Hiyoko stated.

"I-It's not like that!" Chiaki exclaimed, cheeks bright pink.

"Oooh~ Share the deets," Kokichi smirked to Hiyoko...before the two were bonked on the head, "Ow!"

"Stop it," a large burly female student stated.

"Ahh...You guys are no fun…" Kokichi and Hiyoko muttered.

'_...Wait. Izuru explained that the Steering Committee had instilled talents into him...could it be…' _Rook thought in realization, "...I think I may have...but I do not know where he is right now."

"...Oh...I see…" Chiaki noted as she looked down.

"...But worry not. I am sure…"

"Uh, Rook?" Jenny spoke as she tapped his shoulder.

"Yes?" Rook asked before Jenny pointed to behind him, making him blink as he turned...only to jump when he saw Izuru standing behind him, "?!"

"I apologize. I wanted to wait for you to be finished talking," Izuru explained before he noticed Chiaki looking at him, "..."

"...It's weird. But...I feel like...I know you…" Chiaki whispered.

"...In a way...you do. Or rather...who I used to be," Izuru replied with a small sigh.

"...Hajime?"

"Wait…" Akane began as she and the rest of her classmates came up to them, "This guy's the Hajime guy you were talking about?! ...huh. Didn't think you'd be into guy with long hair."

"..." Komaeda blinked as he focused intensely on him, "...You…"

"Oh, please don't start…" Kazuichi groaned.

"I can sense you...a powerful hope...yet a powerful despair dwelling d-" Komaeda began before a bagel was stuffed into his mouth, "?!"

"Read the room, you stupid cayoodle," Teruteru whispered, taking on a New Orlenean accent for a moment.

"..." Izuru said nothing as he and Chiaki stared at one another, "...Would it...be alright if we talked later...at our usual spot?"

"...Eto...w-" Chiaki began.

"OF COURSE!" Yukizome exclaimed as she blurred up to him, "The poor dear was worried sick about you, so of course you two can spend some alone time to discuss things out! However…." she held onto one of Izuru...or rather..._Hajime HInata's_ long dreadlocks, "A proper haircut should be in order…"

"What the hell have we missed?" a lanky redhead with piercings muttered.

"A lot Leon...a lot," Kyoko sighed.

* * *

"And this was made by you three?" Blukic asked as he and Driba stood on a computer connected to a few pods with some of the kidnapped students, Hinata, and Chiaki in them, looking at Miu, a small shy-looking girl in a green school uniform, and Kazuichi.

"A group project, really," Kazuichi shrugged.

"Ugh...It's kinda annoying as hell that we had to call a former Ultimate to come help with some of the mental stuff that asshat Yasuke couldn't help with," Miu sighed in annoyance before patting the shy-looking girl's head, "Shrimphiro here did all the programming while Kazuicky and I built this big beauty."

"..." the two Galvans shared looks and huddled.

"I am shocked that humans actually made this," Driba noted.

"Eeyup," Blukic agreed, "Y'all thinkin' we shouldn't underestimate 'em?"

"We did with Kajun before she joined, and look at her now. She's technically our boss in R&D, so that shut us up. So...maybe we shouldn't underestimate humans as much..."

"So how long will they need to be in there, Chihiro?" Naegi asked.

"Um...W-Well, while they'll be in there for three days for us, the program will a-accelerate time in there so that it'd be several months for them," Chihiro replied.

"Yeah, that's mainly due to those old assholes fucking up with that guy's noodle," Miu huffed.

"And Chiaki-sempai is in there because…?"

"Two reasons," Kazuichi replied, "One: She's the control AKA the only one who didn't have her head messed with by Junko or the Steering Committee. And two…"

"Chibaka volunteered and I think she did because she wants some sexy fun time with the fucktard who let those old fucks fuck with his brain since Shimphiro here programmed the place to be a beach," Miu added.

"D'oh...see? _See_?! This is why no one can barely take you seriously!" Kazuichi snapped at Miu, "You and your lewd ass filthy mouth!"

"Aaah~!" Miu gasped out at that, almost letting out a moan.

"And that's another thing! Every time you get insulted, you and and...ugh...I am so thankful Miss Sonia is sleeping right now…" Kazuichi sighed.

"You do realize she has her eyes set on Mr. Chuunibyou, right?" Miu argued.

"LIES! LIES AND SLANDER!"

"I'm startin' t' get deja vu…" Driba muttered.

"Almost like Ben and Makoto before they got together…" Blukic added.

"WE ARE _NOT_ LIKE THAT!" Miu and Kazuichi barked.

"...Eeyup, _exactly_ like 'em," Blukic noted after a moment of silence.

* * *

"Kids these days," Max chuckled, watching it go on on a monitor in the control room, Kirigiri standing by him.

"So what has happened to them?" Kirigiri asked once Max looked away from it and towards the headmaster.

"Well, we've given Mukuro over to that former Ultimate Therapist you recommended," Max explained, "She's got some untreated PTSD from her time with FENRIR due to her young age and several minor mental issues caused by Junko due to utilizing guilt for when Mukuro joined FENRIR and acts she performed on her when they were alone. She's also admitted that Junko was behind the Giboura Massacre and that she was the one who killed all those students."

"...and what of Junko and Monaka Towa?" Kirigiri asked with a frown.

"It seems that Nagito was 'lucky' enough to find out where the Plumbers HQ here is and how to access it," Max noted, "He ended up finding Monaka and, well, she absolutely wants _nothing_ to do with anything involving Hope or Despair now. She'll be charged with the murder of her own father and more than likely spend several years in Juvie and then regular prison. Of course, Nagito's luck also caused him to fall down a flight of stairs and that is why I came here today pushing him in a wheelchair with his legs in casts." he frowned, "As for Junko Enoshima…Her charges are as followed: attempted genocide, attempted mass murder, the instigator of the Giboura Massacre through the use of Mukuro as her tool, two hundred and thirty counts of murder through the bombing of a train that was caught on video that we were able to recover, attempted murder of the Kibougamine Student Council, the mur...actually, it's easier to say that she has so many counts of murder and mutilation that it's better not to ask how many. She's also stolen Level 3 Plumber tech, mentally broke two Plumbers that resulted in them killing one another, multiple counts of mental abuse, physical abuse, and a combination of both, and...one count animal abuse via kicking one dog off a bridge that she had just adopted several weeks beforehand. Said dog survived and is in the care of a good couple in Okinawa, though it has a permanent limp from the fall."

"...She better get life for what she has done," Kirigiri stated, "I'd wish for the death penalty, but….no doubt she would wish for death."

"We intend to ask a Phobiasapien to come and have Junko look at their face for five minutes before putting her in solitary confinement in a mental hospital for life," Max informed.

"...Phobiasapien? Hmm...A being made of fear itself?"

"They have to wear masks so that they don't scare themselves by looking into a mirror by accident," Max noted.

"Soka…" Kirigiri noted, "...What of Monaka's four classmates?"

"...She gave us their diaries and information on where they're at in Towa City and…" Max paused, taking a deep breath as he suppressed some rage, "...Once we find them and get them some help, we'll be placing their parents under arrest for the horrid things they've done to their children."

Kirigiri nodded, "I'm glad that you were able to send assistance in all this, Magister. If not, I don't think anyone here would be around to talk with you."

"If anyone could throw a hitch in plans, it'd be my grandson and his friends," Max chuckled, "Hope you don't mind if I scoop up some of these kids for recruitment when they graduate."

"I wish you luck on that," Kirigiri chuckled before turning on the PA system, "KOBAYASHI! DROP THAT CABLE THIS INSTANT!" a yelp went off on one of the monitors before Kirigiri turned the PA off, "Hope you can deal with some of the hijinks students that come here get into."

"Oh you haven't raised two grandkids with powers and the inability to get along until their teenage years!" he laughed, "Or have a wife who's a being of pure magic...and just loves causing trouble."

* * *

"Aw...Ya really gotta go?" Akane asked, the three classes all in the courtyard, "Feels like you all just got here only a few days ago, too."

"They did just get here a few days ago," Mondo deadpanned.

"Which sucks...wanted to hang out with them more and learn more about space from them," Kaito added.

"I know…aside from the dark secrets this school has...er...had, the studying, this...is actually a pretty cool school," Ben admitted, "Now I see why my cousin Gwen wanted to attend this place back when we were younger."

"Given her abilities, had she graduated she'd likely be called the former Ultimate Magician," Jin noted.

"Eh?!" Himiko gawked.

"Freaky magic. What can I say?" Ben laughed, "It's her thing, she's like _literally_ part magic. Our Grandma was more or less a Space Witch."

"...I was expecting Tenko to try and ask a question...only to stop and tell herself 'No. Don't ask the degenerate male a question,'" Kaede muttered, looking around a bit.

"Hey hey. My boyfriend is no degenerate male," Makoto argued, holding onto Ben's arm.

"She's been really clingy to him since this morning," Tsubaki explained.

"After what that demoness Enoshima put her through yesterday, we cannot blame her," Gundahm admitted,

"Hey I don't mind…" Ben chuckled happily, "I got no reason to dislike this."

"Aww babe…" Makoto smiled as she nuzzled against his cheek, her tail swaying happily.

"We're really gonna miss you guys," Hina spoke.

"Don't worry...we'll visit!" Makoto smiled, "Plus I bet Jenny would love to see ol' Kibo now and again, right?"

"Makoto…" Jenny whispered, 'blushing' heavily.

"I tease, I tease." Makoto giggled as she hid behind Ben, "Boyfriend shield!"

"Babe, come on…" Ben chuckled.

"...Actually…" Jenny spoke as she moved in front of the four, "I...have a confession."

"Eh?" the four blinked.

"Last night I talked a bit with Magister Tennyson and the Headmaster after chatting a bit with the students and...well…" Jenny paused as she looked a bit at the school, "I think I'd like to attend."

"Really now?" Tsubaki asked.

"Yeah. I can see why you guys became fast friends with the students here," Jenny nodded, "Also...well, it can also help branch out Team Remix Heart in a sense."

"No no…" Ben covered Makoto's mouth before she could say anything teasing, "That's enough out of you. I'm taking you home now."

"Team Remix Heart?" Celestia repeated as she covered her mouth to hide a small smile, "My, my. I take it Ms. Nanaya was the one who came up with that name?"

"Damn right I did!" Makoto cheered before Ben picked her up, "Hey, wait! No, I have to help as a leader!"

"Nuh-uh...home." Ben spoke, carrying her off, "Bye, guys! See you all later!"

"Mmmm~!"

"...To explain, it's a mystery solving team in a sense," Tsubaki explained, "Mostly on school mysteries and the like."

"You made a team of mystery solvers," Shuichi noted.

"Oh! Do you have a talking animal with you like in those anime from America?" Hina asked.

"No...We just had us five," Tsubaki shook her head, "I mean...obvious joke aside."

"I heard that!" Makoto shouted.

"That's not relaxing," Ben spoke.

"Mmm…"

"I'm sure Jenny can show you the ropes. With the colorful people here...I'm sure you have tons of 'Makotos' to drag you off into misadventure and potential nonsense," Tsubaki laughed.

Everyone looked over at Akane at that.

"...What?" Akane asked, "...What?! ...Oh I get it. You guys wanna spar?"

"No...never again. I hope to never see your face again," Jin replied, holding his hands up and backed away.

"...That reminds me actually…" Nekomaru spoke as he walked up to Akane, "I noticed your clothes were in shambles yesterday...how much were you going in?"

"...110%?"

"WRONG! YOU ALWAYS GO FURTHER BEYOND 100%!" Nekomaru barked, "And come to think of it, since we've been probably out of it for all those weeks, I gotta get Ogami up to shape as well." he slammed his fist into his palm, "ALRIGHT! GONNA NEED TO DO EMERGENCY RECOVERY TRAINING!"

"Get me the hell out of here…" Jin whispered to Tsubaki.

"It wasn't that bad," Tsubaki spoke, "I liked going to school again, and we made some friends."

"Acquaintances…" Jin argued.

"Whatever you say," Tsubaki giggled.

"Honestly...part of me feels conflicted." Jin spoke, "Who was that Garo person...and how did he gain such power? That power...it felt like one of those Heroes…"

"I am also...interested," Tsubaki admitted as they began walking, "But he just vanished as quickly as he appeared. And I've never heard of him 'till just now. He's good at being a secret. It might take months or years before we ever see him again."

"That is going to bother m-" Jin paused as he bumped into a young man dressed in all black, the young man bowed to Jin before walking off towards the main office, Jin paused to notice the bracelet on his wrist had a charm in the shape of a sword with a blue gem in the center...and a skull themed silver ring on his hand, "No...couldn't be…"

"Ano…" the young man in black spoke, walking up to Naegi, "I'm sorry...but could you help me? I'm kinda new here,"

"New...now?" Naegi blinked, "Uh sure. The Headmaster is in his office. What's your name?"

"Kuon...Kuon Sena," he introduced himself, "According to the letter I got...I'm the Ultimate Street Fighter?" he explained, holding a letter up.

"Street fighter?!" Akane repeated as she blurred before him, "Alright! Another sparring buddy!"

"Whoa…" he jumped.

"_Great...this place is full of weird kids…"_ a voice spoke, making everyone blink and look around. None aware the ring on Kuon's middle finger...was somehow rolling its eyes despite being a skull and not having any eyes to roll.

"Um, Jenny-san," Naegi whispered, "What is your title, anyway? I mean, Kibo is called the Ultimate Robot…"

"Ultimate Gynoid," Jenny replied.

"Uh…" Naegi muttered, misunderstanding the word.

"It means 'lady robot,'" Kuon explained to Naegi, before swinging his arm up and blocking Akane's kick with no signs of harm.

"Ahh…"

"...I think I'm gonna enjoy it here," Jenny giggled.

* * *

_SZ: And with that? The Hope's Peak arc has wrapped up._

_GT: Yep. Z0 must be happy having that Garo thing here._

_Z0: Hahahaha...I got one in! And you dare call it a thing!? How dare good sir!_

_GT: I have little to no knowledge about it except for Tsukasa Kadoya's actor being in one of the shows for the series._

_Z0: It's where he learned to play an evil a-hole. Also he really liked the deep menacing voice he does...he claims his wife digs it… But that is another topic, though an ironic one since the actor plays a Danganronpa character in a stage play. But regardless...I got one Japanese Hero into this world. Yes that implies Demons and horrible monsters of evil exist but...eh we got away with Danny Phantom and the Ghost Zone. What's ONE More dimension of danger linked to this world? _

_SZ: Eeyup. We hope you enjoyed this, and if you want to see more adventures of him, Jenny, and the rest of the Hope's Peak cast….guys...I have a proposal. What if...and hear me out on this. What if like with our toku fics...we do an expanded universe deal and have a story with this set up in mind starring Jenny, Kuon, and the Danganronpa cast?_

_GT: Like how the guys who did Omniverse tried to pitch a spin off for Gwen's college years?_

_SZ: Eeyup…*pops lips at the P*_

_Z0: *already holding swords up to my co-host's necks* I'll kill 'em...I'll do it._

_SZ: He'll do it too...read and review folks!_

_GT: Please don't murder us. We still have stories to write._


	46. Mud is Thicker Than Water

_SZ: Moving in fast, so quick to start it off! We own nothign aside from original content!_

_GT: *pummeling something in the background* Hey! We're gonna need a new bad guy! I spotted the one meant for this and blacked out after recognizing him from the video game._

_Z0: Too late already blowing stuff up! SHA! *crosses arms in an L shape and blasts the ground causing a mushroom cloud explosion* _

* * *

"GET BACK HERE RIGHT NOW, DAMMIT!" Ragna snapped, riding on a black and red motorcycle resembling a BMW R1200GS with a demonic wolf motif to it, followed by Ben's car as they drove down a street in Undertown after Liam and two other aliens that were, surprisingly, not Fistina and Bubble Head on motorcycles.

"You just had to make him that bike," Makoto noted, sitting in the passenger seat.

"What? It was a present for his birthday that Noel managed to get out of him and a way for him to easily catch up to guys who kept getting on their own vehicles to try to get away from him," Ben replied.

"You realize if Kevin knew you could make stuff that good…" Makoto began.

"Which is why he doesn't," Ben smiled, "'Sides, I only make em for my friends and loved ones who deserve it."

"...So…"

"Tsubaki said she'd put me on sewer duty for a year straight if I made you one without approval from her, Grandpa, and Mai," Ben stated.

"Imma prank her once we catch these guys and lock 'em up," Makoto grumbled before yelping as Ben quickly dodged several laser shots.

"Blast them to buck-buckaw!" Liam shouted as the trio of thieves were shooting at the bike and car.

"Okay...I'm getting tired of this. Babe...take the wheel," Ben spoke, pushing a button as the wheel and dashboard swapped places so now the driver's seat was Makoto's seat.

"Oh-hoo-hoo!" Makoto awed, taking the wheel.

"Weapons system is next to the parking brake, and don't worry it's not a stick shift. Also...I don't know what the red button does...so...please touch as a last resort," Ben quickly explained.

"Pfft, come on. I got this," Makoto replied.

"I know...but I also know you like buttons," Ben added as he opened the window, "Love ya!" he cheered, jumping out while slapping the Omnitrix...before XLR8 shot by.

"I got Liam. You two deal with Tummyhead and Sweet-Eels," Ragna spoke as XLR8 ran by him.

"G...pfft! S-seriously?! That's their names?!" Makoto laughed before yelping as she dodged a round of lasers, "Whoa! That is some new stuff they've got."

"Really new...Let's ask where they got it. Maybe they're having a sale," XLR8 spoke as he dashed ahead and past the crooks. He waited 'till they caught up before he dashed at Liam and grabbed his bike before spinning him around and crashing into his comrades in crime, knocking all of them off their rides and totalling them, "Wow! This is some cruddy work!" he laughed, holding up the handlebars to Liam's hoverbike.

"Get him!" Liam clucked as they began to shoot at XLR8, who shot off down an alley.

The three attempted to follow him...only for Ragna to drive by and hopped off, using the momentum to slam his bike against all three, sending them flying into a stone wall as they dropped their blasters. XLR8 shot by, picking the blasters up, and stopped beside Ragna.

"You know I could still make that thing into the double chainsaw thing you wanted…" XLR8 offered, motioning to Ragna's bike.

"If it makes Pencilneck and his goons piss their pants, then I'm all for it, Ben," Ragna smirked.

"Ah man...You guys already did everything!" Makoto complained, pulling to a stop, "I didn't even get to hit the Red button." she hit her fist on something in the car, "Phooey."

"Makoto, don't hit the red button," XLR8 stated before hearing a beeping, "...You hit the red button."

"Huh?" Makoto looked down to see her fist had landed on said button, "...Oopsie?"

"What's it do?" Ragna asked before the headlights let out a large burst of light, "GAH!"

"Super strong headlights for planets with rain thicker than peanut butter!" XLR8 replied, using the blasters to block the light, "Hit the button again!"

"Sorry, sorry!" Makoto apologized, pushing the button and causing the lights to turn off...revealing the trio of thieves to be gone, "...Aw nuts. Tsubaki's gonna rant."

"That's okay...I like the hunt," Ragna smirked, "We got the tech back, which matters more. I'll get them and...beat some answers out. You guys take those back."

"Yeah, about that," XLR8 noted as he changed back into Ben, "These are kinda familiar."

"Huh...Now that ya mention it, they do," Makoto agreed, "I think I saw scribbles of these in Kajun's room."

"Uh-oh…" Ben blinked as he found the Omnitrix symbol, IE the Space version of the Plumber symbol, on them,"...Yeah, we need to talk to Kajun."

"I'll drive!" Makoto cheered, "Get in handsome and goofy!"

"...You're goofy," Ragna and Ben stated, pointing at each other.

* * *

"Have a good time at the car show, but not _too_ good of a time," Gwen spoke, standing outside of Max's store beside Platinum with Kevin and Rook in Rook's Proto-TRUKK with Kevin's car hooked to it on a floating platform.

"Okay, one last time: You sure you're fine being around Ben right now?" Kevin asked.

"Kevin, I'll be fine," Gwen assured.

"I mean...it's just last time you talked and he…"

"Don't you have a stupid car show to go to?" Gwen asked with a twitch of her left eye.

"Rook...away!" Kevin pointed forward.

'_Why didn't I manage to convince you to go with them?'_ Sena whimpered.

"Shut up, Sena," Luna muttered under her breath, "Big Sis Gwen's cooler and car shows are just lame."

"Why you little…" Kevin began as Rook pushed him back.

"Kevin, she is a child!" Rook complained,"But, please, do not be too hard on Ben and Makoto? It was for a case at Hope's Peak and…"

"Fly, man, fly!" Kevin ordered in a panic, his foot stepping on the gas.

"GAH!" Rook yelped as the Proto-TRUKK sped off.

'_Still think we shouldn't have gone!?'_ Sena panicked, _'Ohhh...Maybe Magister Tennyson can hide us for the trip…'_

"Good idea...plus Luna really wants to see ojii-san," Luna agreed as she and Gwen stepped inside the store, "He didn't answer like he normally does."

"True. I'm worried as well," Gwen noted, "The last time he didn't answer, he ended up being undercover for the Highbreed Invasion and had us think he was dead when he was just stuck in the Null Void."

The two entered the restroom and Luna hopped to grab the chain. Within moments, the elevator proceeded to send them downward into the base.

"Ojii-san!" Luna called out as she stepped out of the elevator, running up to Max sitting in a red recliner chair.

"Grandpa, you didn't answer your…" Gwen began as she walked over.

"Psyche!"

"Eh?" Luna blinked when she heard Max laughing in a girl's voice.

"...No…." Gwen began in realization as 'Max' began to change form, changing into a girl around her age with long blonde hair and a few freckles on her face, a black skirt, and a black shirt with a star on it with the collar and edges of her shirt-sleeves red, "?!"

"Surprise to see me?"

"Cousin Lucy?"

"AH! OJI-SAN TURNED INTO A GIRL?!" Luna freaked before blinking and Sena looked up at Gwen, "...Um...Gwen-Oneesan, Luna fainted."

"Oh not again…" Gwen sighed.

"Oh...my...gosh!" Lucy gasped, leaning forward, "She's adorable!"

"Um...H-Hello? A...Are you really Magister Tennyson?" Sena asked.

"Wha...no, silly! I'm Lucy! I'm a shapeshifter, kinda like Ben, only I don't fully turn into something else," she explained, "I'm like living clay...or mud...wonder if there is a better term for that at all. Note to self: talk to someone about that later."

"Sena, this is my cousin Lucy through her cousin Camille marrying my first cousin once removed Joel," Gwen explained, "Lucy, this is Platinum. They have a conjoined soul so the one you're talking to now is Sena and the one that screamed was Luna."

"Aw...she's just an adorable little ball of energy. Max told me she was cute, but he did not do her justice!" Lucy cheered, "Can I keep her?"

"E-eh?!" Sena panicked at that.

"No," Gwen stated, "And what are you doing here?"

"I'm a newly instated Plumber as of a month post Incursean Invasion," Lucy explained with a smile, "Don't worry. I promise I won't get mud on anything."

"Oh no...She has the twitchy-eye…" Sena spoke, looking up at Gwen.

* * *

"Ah good, Gwen, Lucy you made it," Max smiled, "Now we wait on Ben and Makoto to drag Kajun away from her latest project."

"This is kidnapping!" Kajun's voice snapped down the hall.

"Shut up!" Makoto argued, carrying said scientist over her shoulder while tied up in chains.

"Kajun, this is serious. Your current project can handle a few minutes of you being away," Ben stated, walking a little behind Makoto to look at Kajun's face.

"I will have you know I was in the middle of a very fragile experiment with antimatter. So if we have a new hole in the base wall, it is on you two love birds," she huffed.

"Ah, there they are now," Max noted as Makoto put Kajun down while he held up one of the blasters, "Kajun, care to share with the others here what this is?"

"Ah! That's one of my Tech Blasters!" Kajun exclaimed, hopping up and down due to still being tied up.

"Tech Blasters?" Ben repeated.

"What do they do?" Makoto asked.

"They're meant to be the standard issued weapon for Plumbers outside of the Proto-Tools," Kajun explained, "They are designed to have five different forms including the Tech Blaster itself…" she poked her nose on the symbol and the one in Max's arm shifted, transforming into a briefcase, "A briefcase…" another nose poke and the parts fell apart into five different components, letting her kick up the emblem part and a scope part that connected, "Multi-scope…" she kicked up another part that popped the first one off the emblem to attach itself, "Scanner…" another part swap ended up with the handle that shot the chains, letting her catch it, "Mini-Blaster and…" she popped off the handle and attached one last part, "Communicator."

"Did you make this for Plumbers or Batman?" Ben blinked a few times as Kajun reassembled the weapon into briefcase mode.

"Oh please. Batman has _nothing_ on what we're developing," Kajun replied.

"So it's a Proto-Tool Light?" Makoto blinked.

"Yes, Makoto," Kajun replied, "Meant for new cadets and those who aren't comfortable with the Proto-Tool."

"But you made a crap ton of 'em…" Makoto added.

"Yes, construction cost is greatly reduced due to my design," Kajun smiled proudly.

"And yet...ya lost a crap ton of 'em…" Makoto crossed her arms.

"They were stolen," Kajun stated with a hard look, "And when I find the filthy little thief...Oh-hoh-hoh..._Science_ will happen."

"EVERYONE HEAD FOR A VOLCANO!" Makoto panicked as she began to flee.

"Down girl," Ben spoke, catching her and lifting his girlfriend over his shoulder, "You good? We Good?"

"...We good…" Makoto muttered before looking over at Lucy, "...Another cousin of Ben's?"

"Yup. And you must be the girlfriend I've heard about."

"How'd ya guess?" Makoto asked.

"Because you're just as plucky as Grandpa Max says you are," Lucy replied with a snorting giggle, "I'm Lucy. Though how'd ya know I was Ben and Gwen's cousin?"

"You got the same look in your eyes as Ben does when there's fun to be had," Makoto replied, "Speaking of Ben...Can ya put me down already?"

"I don't know. You're awfully warm and cuddly," Ben teased.

"Babe, come on…" Makoto muttered in embarrassment.

"Heh heh...I like her," Lucy giggled.

"I figured you two would hit it off." Ben admitted as he put Makoto down, "Oh you two are gonna make this place utter chaos together."

"You know me so well," Makoto smiled.

"Oh no…" Gwen whispered, as if having some kind of wild daydream/nightmare in the depths of her imagination.

"Is she okay?" Makoto asked.

"Lucy's favorite target for pranks is Gwen," Ben chuckled, "Promise to take it easy on Gwen. She seems a little high strung today, and I'd love to have some catch up time with her today while we can," he whispered to Makoto, "That and...apologize for anything we might have upset her with over you know...our last away mission."

"The one to Japan?" Makoto asked, "...Why are we apologizing again?"

"Kevin says after I talked to her last, she had a bit of a...meltdown...as in...she melted down her dorm building…" Ben explained, "Near I can figure...the thought of me...getting into _there_...ticked off parts of her mind, mainly the one where she's proud of the fact she's the one good at school."

"Ohh…" Makoto noted with wide eyes.

"If we can get back on topic?" Kajun spoke.

"She's right. For the last month, Plumber tech has been stolen from the base," Max explained, "The Tech Blasters were just the latest that went missing and ended up in the hands of crooks in Undertown."

"That explains why I feel like the supply room feels more empty…" Makoto muttered.

"What were you doing in the supply room?" Max blinked.

"Nothing!" Ben and Makoto spoke in unison, blushing slightly.

"...Do I need to pull out a blacklight there?" Kajun asked.

"Huh? Um, Ms. Faycott, why do you need a black light bulb in a room?" Sena innocently asked, tilting their head in confusion.

"Blasphemy!" Makoto shouted, pushing Kajun over, "Silly lady knows nothing!"

"...Eh?" Sena blinked further in innocent confusion.

"See what you do!" Makoto hissed, shaking Kajun by the collar of her shirt.

"I am just making sure you and Ben haven't...ahem...done _that _yet," Kajun quietly answered, making sure Sena wouldn't hear, "Especially after the close call we had when you were in…"

"Nope," Makoto pinched Kajun's neck, making her go limp and fall over with a slight grunt.

"...Nevermind then…" Sena muttered, "I'm sure it's something I'm not old enough to learn yet…"

"Damn right…" most everyone agreed instantly.

"For the record...nothing of what people are thinking happened...happened…" Ben spoke simply.

"We have that much control, thank you very much," Makoto added with a huff, "But I believe we got off topic."

"We have," Max nodded, "What I've been trying to say is...I think we may have a Mole hidden amongst us and is illegally distributing Plumber Tech to criminals."

"No…" Makoto covered Ben's mouth before he could make a joke, "Nothing about Jerry in Accounting."

"How would they get away unnoticed?" Gwen asked, "I mean with Tsubaki here, don't you guys run an even tighter ship then usual?"

"Yeah you'd think so...but sometimes things slip past even her." Makoto added, "She's just one girl...and I'm able to admit...I do not make her job easy…" she chuckled.

"No...no you do not, babe," Ben added as he walked up to Lucy, "Since we're gonna be on high alert, let's see some ID, cousin."

"Right here," Lucy replied, holding her own Plumber's badge, "Graduated early due to the Invasion, top of my class, and been promoted _four _times."

"Wow!" Makoto awed, "I only got promoted three times…"

"Hey…" Lucy began as she looked over at Gwen, "Maybe when you finish college, we can be partners...or better yet. Maybe I can be your commanding officer! Wouldn't that be hilarious?!"

"...Yeah…._hilarious_…." Gwen replied through gritted teeth, her eye twitching.

"?!" Sena tensed as he ran behind Max.

"I'm gonna take Sena to look over files in my office. You all get to investigate." Max spoke, picking her up, "Let's go before things explode…" he spoke while speed walking away.

"...Actually, I need to check something real quick," Lucy spoke as she skipped off.

"...Ok," Gwen muttered as she took a deep breath.

"It's good to see you, Gwen," Ben smiled.

"Same. Haven't seen ya since the day you and Kev left the day after my and Ben's anniversary date," Makoto added, "You should try and visit more often."

"I know. It's just I've been so busy with school work and teaching Platinum about magic," Gwen replied, "Luna's gungho about the fighting spells while Sena seems to enjoy learning the more defensive ones."

"Everyone's busy," Ben smiled.

"But you should make time for the other things in life," Makoto added, "You should take a day off now and again. You know, do nothing with Kevin. I bet he's great at that."

"True," Gwen nodded, "So how have you two been? Aside from..._that_ mission to Japan?"

'_Oh she's trying so hard not to mention it,' _Ben and Makoto thought in unison.

"Well...after some much needed down time from things going a little...weird..." Ben muttered.

"It's...it's a long story." Makoto agreed, rubbing her arm and trying not to look at anyone for a few moments, "Let's just say...I needed a few personal days."

"But other than that? Back to normal," Ben smiled, "Trying to just get back to the normal routine: Bad Guys, plots against the world, making Noel stop spying on our Date nights."

"That last one is harder then the others…" Makoto muttered.

"We spotted her once in a tree on a dinner date," Ben added.

"I'm just glad you two a…" Gwen began.

"Ahh Gwen. There you are," Patilliday spoke as he walked over, "I just got a call from janitorial services about a...ahem...stinky mess you left in the girls' bathroom."

"Wh-what?!" Gwen exclaimed with a blush, "N-no! I have no idea what you're talking ab-"

"Psyche!" he laughed before changing into a grinning Lucy, "Gotcha again!"

"Pfftt…" Makoto held back the urge to laugh.

"...Ben? Can I speak with you in Sector A1?" Gwen asked as her eye twitched, "..._Alone_?"

"...Eh sure," Ben shrugged before looking over at Makoto, "You ok to hang around here, babe?"

"Oh come on, I'll be fine. I'm all good now. 'Sides, I bet Gwen feels the same urge to kill me as she does Lucy at the moment," Makoto admitted.

"Eh. You're probably r-owowowowowowow!" Ben winced as Gwen dragged him off by the ear.

"...Oh yeah. She's livid," Makoto muttered, before looking to her left as Kajun was waking up.

* * *

"So why are you taking me down here?" Ben asked, rubbing his sore ear as he and Gwen walked down a hallway, "...Wait. You're not gonna hurt me, too, are you?"

"No. It's just…" Gwen paused as she sighed, "I just needed to talk to you someplace alone...without cousin Lucy around."

"What's wrong with Lucy?"

"She just...rubs me the wrong way, okay? Always has been since we were kids. She's just so…you know."

"Yeesh...and I thought _I_ bugged you as a kid…" Ben muttered, "...Come on. Cousin Lucy is awesome, especially since…"

"Grr…"

"...I'll shut up now," Ben muttered, holding his hands up in defense.

"Good. I was about t-" Gwen began before the two heard a door opening nearby, "...Nobody's supposed to be down here."

"We're down here," Ben pointed out.

"And the alarm beeped when we came in," Gwen stated before they noticed the shadow of a figure walking down the hall, "..."

"...We better check it out," Ben whispered as the two began to chase after the figure.

They followed the path as it led to only one area: the generator room. They waited till the door closed before rounding the curve of the hall and rushing in. But...the room was empty.

"...They couldn't have slipped away that fast," Ben muttered as he and Gwen began to look around.

"...Wait…" Gwen began as she put her ear against the wall, "...Something's wrong with the generator."

"What makes you say that?" Ben asked before the two heard electricity crackling, looking up to see smoke coming out of one of the exhaust ports before fire began to spew out.

"Just a hunch!" Gwen yelped as she quickly summoned a Mana barrier, blocking the incoming debris.

"Maybe I can shut it down!" Ben spoke before some debris fell on the controls, "Maybe not…" he slapped the Omnitrix and became Eye-Guy, "Eye got this one!" he declared, firing some lasers at the falling debris just as the flames hit the power core and destroyed it, "And that's the end of that ch-" another burst of flames came from one of the exhaust ports for the generator, "...Nevermind."

Gwen ran up and held her hands up, forming a magic glyph before two beams of energy shot out to her left and right, and blocked the flames keeping them contained and from leaving out to far past the generators.

"The...Generators are still running!" she grunted, "We need to cut the power!"

"Is there a switch or a plug Eye can pull?" Eyeguy asked before noticing the large pipes connected to the room, prompting him to jump up and cut them with his lasers, "Eye cut them from the grid...and that's the end of that ch-the flames are still going. Guess they need to chill!" he shouted as he fired his lasers once more, this time freezing the generator exhaust ports and the flames themselves.

"...And _that's _the end of that chapter," Gwen said as she lowered her arms, dismissing the glyph.

"Hey~ You stole my line," Eyeguy complained.

* * *

"...I just don't get it…" Tsubaki whispered, looking at one of the monitors in the now wrecked room, "First Plumber Tech goes missing, and now we're being sabotaged from the inside...and you're sure you saw someone come in here, Ben?"

"Yep. Gwen even saw it, so you know that can't be wrong." Ben added.

"True...still…" Tsubaki muttered as she began to ponder, "How were they able to slip in so easily and do all this?"

"...I think I might a feeling who our mole is," Gwen spoke, earning their attention, "I hope I'm wrong about this, but….Where's Lucy?"

"...Wait. You think _Lucy_ is the mole?" Ben asked.

"This...feels like a family problem," Tsubaki muttered, feeling the tension as she backed away.

"No you coward!" Ben cried.

"Ben, I'm serious," Gwen frowned, "Cousin Lucy suddenly visiting to 'help' while Plumber Tech is being stolen and this? Don't you find that suspicious?"

"Maybe, but I...know what? I'm gonna try something," Ben said as he pulled out his phone and dialed in a number, "Babe."

=Yeah, Ben-kun?= Makoto asked.

"Is cousin Lucy with you by any chance?" Ben asked, "Gwen believes she's behind all the stuff that's going on."

=She's with me= Makoto replied =We were chatting it up before we heard the explosion go off from Kajun's lab, and next thing we knew when we came back? Several tanks and schematics were stolen from the main computer=

"...Meaning the sabotage here was a distraction," Ben noted, "...and Gwen, I don't think Cousin Lucy can be here in two places at once...unless I'm forgetting Sludgepuppies can clone themselves."

"They can't…" Gwen sighed.

"Then I guess that rules out Cousin Lucy," Ben muttered, "...Wait. What about that dirty Plumber Gorvan?"

=...is he that fat Tetramand you told me about once?= Makoto asked.

"Yeah. Why?"

=We caught him= Lucy chimed in =Said something about a pair of ladies letting him out and play distraction in exchange for freedom and a small fortune=

"...a pair of ladies?= Ben, Gwen, Tsubaki and Makoto repeated.

* * *

"Bukaw. You okay, boss?" Liam asked as he looked at a pacing Psyphon.

"No, Liam...I am _not. Okay_," Psyphon frowned, "Do you have any idea how much I'm paying those two spies I hired to sneak into Plumber HQ?"

"...I thought we-bukaw-aren't allowed to speak of how much me and the boys make," Liam noted.

"Well it's expensive, especially since I hired those two before!" Psyphon growled, "And let me tell you, it's…"

"We're back, bitches!" Karai's voice laughed as a pair of Plumber sanctioned RV tanks rolled up.

"...Worth every penny…." Psyphon grinned.

"Oh no...not the fire lady…" Liam spoke, slowly backing away.

"Hahaha...You have no idea how easy it is busting into that place!" Karai laughed as she hopped out of one of the tanks, "Just two distractions and we can walk out the front door with anything!"

"Be thankful we were able to slip in at all, Karai," Aoiro sighed as she climbed out of the other tank.

"Pfft! Please...like they could catch us," Karai huffed, "Though...I would've loved the chance to get a piece of Mako-chan's sweet...thick, juicy a-"

***BONK!***

"Ahh bitch!" Karai grunted as she held her head, a bump forming on it.

"Stop it…" Aoiro sighed, lowering a metal folding fan as she looked over at Psyphon, "We were able to acquire the package for you, and learned that Plumber's HQ is housing one of the galaxy's most dangerous weapons: the Annihilargh."

"?!" Psyphon's eyes widened at that...before a grin grew on his face as his eyes glowed in anticipation, "Yes…."

"The ania….the ani….the what now?" Karai asked.

"A bomb that can wipe out the galaxy," Aoiro sighed.

"And I want it…" Psyphon growled out in pure anticipation, "If I have it...even lord Vilgax will be afraid of me…I'll pay you double...no! _Triple _if you obtain it for me!"

"Triple?!" Karai smiled with dollar signs in her eyes.

"It's broken," Aoiro spoke, "And kept disassembled in fragments to prevent it from ever being used."

"No it's not. I heard that anihi-whatever was fixed," Karai blurted.

"...And you kept this from me why?" Aorio questioned.

"Didn't seem relevant until now," Karai shrugged...before Aoiro hit her with the fan once more, "Ahh cunt…!"

* * *

"Because of the security breaches and the sabotage, we're gonna have to move all the classified Plumber Tech off planet ASAP," Max informed a group of Plumbers, along with Ben and the others.

"Including the most dangerous piece of tech in our possession; the Annihilargh," Tsubaki added.

"Wait but...it's broken." Ben spoke.

"What did you do, Kajun?" Makoto asked.

"Eh? Why do you think…" Kajun began...before she frowned a bit, "Blukic...Driba…"

"...He did it," the two Galvan pointed at one another.

"Why do we keep those two around…?" Jin sighed, pinching the bridge of his nose.

"Because they can be a hoot and stuff?" Kagura offered.

"Sir, they repaired a bomb capable of erasing the universe," Hibiki sighed.

"I know. Just trying to make light of things," Kagura chuckled, "But seriously? You two...you _really_ messed up if the mole ends up taking it."

"Which is why when we find it, we're taking it apart again," Ben sighed, "I'm pretty sure Alien X can only do that trick only once before I get in trouble with someone."

"Yeah, and I am not risking being erased from existence again," Makoto huffed before she noticed Gwen glaring at her, "...what?"

"I know it's you, Lucy."

"Uh...No, she's not," Ben spoke.

"Yes, she is...she pulled that stupid stunt again while disguised as Kevin earlier on our way back," Gwen argued, "I'm not falling for that again."

"Did you just seriously miss the part where I said I'm not risking being erased again?" Makoto asked.

"...ugh. You're right," Gwen sighed, "I'm letting Lucy get in my head, and now I'm accusing everyone being her...I'm sorry."

"..." Ben and Makoto began to smirk before the former changed into Lucy, "PSYCHE!"

"...Ben…!" Gwen began, her eye heavily twitching.

"Sorry! Couldn't resist!" Ben laughed from behind Jin.

"...When this is all over, you three better be ready…" Gwen warned.

'Eh? Ready for what?" Ben, Makoto, and Lucy blinked.

"Oh….you'll see."

"I don't feel safe," Ben spoke.

"Ben-kun, hold me," Makoto whispered as she and Lucy clung onto Ben.

* * *

"That should be the last of it," Mai said as some Plumbers were karting some stuff into a large transport ship, including the Anahilargh as it was contained in a special container.

"I need to ask Grandpa Max about Hazard pay one day." Ben muttered as he and Makoto joined Mai to oversee the loading of the transport ship.

"Maybe then we can have some cash leftover after paying our own damages off…" Makoto agreed.

"Least we got RB to help with outside interference for this mission," Ben stated as Robotboy stood nearby in Combat Mode.

"True. So w-AHH!" Makoto yelped when she felt someone spank her rear end, a Plumber agent wearing a helmet walking by, "Hey buddy! Spoken for goods here!" she snapped.

Another helmeted Plumber Agent smacked the one who had done that upside the head once they were in the ship.

=Okay. Everyone is in position= Gwen spoke from Mai's badge.

"Okay good," Mai nodded before looking at Ben and Makoto, "You two better get in before it takes off."

"Oh I will...and show that perv what happens when you smack my ass," Makoto frowned as she stomped up to the transport ship, "If anything, Ben possibly has that right!"

"Told you we are taking it slow," Ben replied simply as he followed after her.

"...At least they're honest about it," Mai muttered as the bay doors for the ship closed.

The roof began to open up as the ship prepared to take off into the air, Robotboy following suit as it followed the ship into the sky. As the two flew off, Psyphon and his cronies-decked out in hoverpacks and wielding the stolen Tech Blasters-flew after them. Psyphon aimed at the ship before firing, hitting the side and blowing a hole near the storage room.

"Okay, boys...remember; I want that Annihilargh in my possession…" Psyphon stated as he lowered his Tech Blaster, "Kill anyone who stands between you and it."

"Bwak! You heard the boss!" Liam shouted as he flew off...before he was suddenly blasted out of the sky, "...Ahh sh-" he clucked widely as he fell to the ground below, trying to slow his fall by flapping his arms.

"...I forgot about the other robot," Psyphon growled as he looked forward, Robotboy glaring right at him, "...Half of you distract it! The rest and I will go and obtain the Annihilargh!"

The Aliens shouted and began shooting, only to miss as RobotBoy flew around each and every blast. He shot forward and slammed his fists into two goons, knocking them out of the sky before he flew after the rest.

"...Yeah. We better get some hazard pay after this," Ben muttered, quickly activating the Omnitrix as he jumped out, a green flash going off as he changed into Astrodactyl and flew off.

"...and me without the means to fly," Makoto muttered before some of Psyphon's men flew in from the hole in the ship, "...oh nevermind! We're back in business!"

"Honestly, Makoto…" Noel sighed a bit, hiding behind some cover as she began to fire out at some of the goons.

The two mystery Plumbers grunted a bit as they tried to shake a few goons off, the jetpacks of two on their packs going off as they flew off out the hole.

=Here! Eat plasma, you goodie two shoes!= Bubble Head shouted.

"With a side of Mana?" Gwen countered, throwing an energy sphere as it hit him in the chest, causing him to stagger back.

"And a nice tall glass of fruit punch!" Makoto added as she punched him hard in the chest, sending him flying out.

"Lucy, I need you to…" Gwen began as she looked around for her cousin..only to not see her anywhere in sight, "...Not be here...what a surprise."

"Maybe she went to call for Magister Tennyson!" Noel suggested, firing from behind her cover as she hit a few of Psyhon's goons.

"She better be…"

"It's not like it matters right now. We have to keep them from getting close!" Makoto spoke, punching another goon out. She then smirked as another flew up and aimed at her, only for a spear to strike the wings of his jet pack...and let him drop down, "You are getting scary good at that, Mai."

"Lots of morning training and meditation," Mai replied as she caught her spear, "Ben! How are you and RB doing out there?!"

"Doing good!" Astrodactyl replied, using his whips to destroy the stolen Tech blasters from each goon he hit, "And you get a whip! And you get a whip! And you get a whip! Everyone gets a whip!"

"...You watch too much Oprah with Noel and Makoto on your days off," Mai deadpanned.

"Ben, RB, duck and move!" Makoto shouted.

"A-" Astrodactyl began when he saw Makoto reel her arm back, "...RB, dodge time!"

Robotboy nodded, letting go of the grunt he was holding before he and Astrodactyl flew out of the way.

"Okay Psyphon..hope you like this one! **Orion's**…" Makoto began before punching forward, sending out a few energy spheres of fire, ice, and lightning, "**Starstorm**!"

"...heh. What makes you th-" Psyphon began before the spheres began to split into six...and then into twelve, then twenty four, then forty eight, and so on until a large swarm of energy spheres shadowed over him and his goons, "...RETREAT!" he freaked as he and hsi goons flew off, the swarm of energy spheres flying after them.

"That's new," Gwen noted.

"Hehehe...Kajun came through with some upgrades!" Makoto smiled, "That and some sparring and brainstorming with my BF."

"Yup," Astrodactyle nodded as he and Robotboy flew in, the former changing back into Ben, "You girls ok?"

"We are, demo…" Noel began as she looked at the empty container, "They managed to take the Annihilargh while we weren't looking."

"I still think it's a dumb name," Ben noted, "...Wait. They took the U-Bomb?!"

"How!? No one even got past us!" Makoto exclaimed.

"...Except Cousin Lucy," Gwen frowned.

"Seriously, Gwen? You're still blaming her, even after it was proven it _wasn't_ her?"

"How else do you explain her not being her?"

"Then how...hello. What's this?" Makoto pondered, kneeling down as she picked up a guitar pick with a red and black flame dragon design, "...Mai, think you can lick it?"

"Eh?! No! I…" Mai began before Makoto forced the pick into her mouth before pulling it out, "Ack! Makoto you….wait...why does this…..oh no…"

"Hmm?"

"Makoto...you're not gonna like who that guitar pick belongs to."

"Eh? What are you…?" Makoto began before it dawned on her, "...no…"

"Yes."

"No."

"It is."

"Fuck!"

"What?" Gwen asked.

"Is it the freaky twins?" Ben asked with a sigh.

"Yep."

"Rats," Ben groaned.

"Which also explains why that one 'Plumber' smacked my ass!" Makoto snapped.

"Freaky Twins?" Gwen asked.

"It's not like they have villain names. They are two girls from their time, who more or less work for the bad guys, and we haven't seen them in a long while," Ben explained, "They helped Vilgax escape and we heard they returned to Earth not long after the Incurseans when some Plumbers found the escape pod they stole. I guess they somehow snuck onto the base again, and we never noticed."

"I'm gonna kill 'em!" Makoto snapped in anger as Ben hugged her and began patting her head to calm her down, "Imma do it…" she grumbled.

"...Then where is Cousin Lucy?" Gwen asked.

"...oh yeah. I almost forgot the plan in my anger," Makoto blinked.

"Plan? What plan?"

"Oh you'll see~"

* * *

"About time you two showed up…" Psyphone muttered, hiding within a warehouse as Aoiro and Karai approached him, "Now...my Annihilargh if you please?"

"Oh you motherfucker….!" Karai growled out, her eyes slit as she stomped up to him, "You had me and sis fall off the ship!"

"Oh that? I was simply making sure the Plumbers didn't suspect you two of being the spies," Psyphon stated, "You should be thanking me."

"_THANKING YOU?!_" Karai snapped.

"It's over...we survived. The sooner we get out of here, the less problems we'll have." Aoiro spoke, "Even if I also want to ring his neck…" she then handed him the Annahilargh, "Here...your package."

"Yes~" Psyphon grinned as he took it, "The power to erase the universe in my hands...the power to make even Vilgax fear me…"

"Yeah yeah whatever, now where's our pay damn it?!" Karai demanded.

"...About that…" Psyphon began as his goons aimed their Tech Blasters at them, "I'm afraid I'll have to cut the deal short…"

"...Really? You...you really wanna do this?" Karai asked.

"Of course...I have the power t-" Psyphon began before the Tech Blasters were suddenly sliced apart, "?!"

"I agree with Karai...you really don't want to anger the both of us," Aoiro frowned, sheathing her electrified kanata as her own eyes were slit, "Now give us our reward, or else we will confiscate the Annihilargh from you by force…"

"Even if we have to pry it from your cold dead hands," Karai added, her claws out as black flames covered them.

"You overestimate yourself. No wonder your master abandoned you here," Aoiro spoke.

"Yeah...you're nothing but a weak little shit," Karai snorted.

"...You…!" Psyphon growled before the wall exploded, making everyone tense before Ben and his group came running in, along with a few Plumber agents, "...You lead them here?!"

"You don't get to blame us after trying to give us the shaft!" Karai snapped.

"Um, actually? That was me."

"?" the trio blinked as they looked around for the voice.

"Down here," the voice said, making them look down at the Annahilargh...before Lucy's face appeared on the top, "Psyche!"

"GAH!" Psyphon yelped as he dropped it, letting it change to a full bodied Lucy as she gave him a cocky smile.

"What the hell!?" Karai snapped, "Who the fuck are you!?"

"Lucy. I'm a Sludgepuppie," she giggled, "You ended up grabbing me before you got sent off the ship."

"And I had the real one hiding in my tail," Makoto added, "Which is also in the possession of Robotboy right now, who is flying back to HQ as we speak."

"...Of course….I should've realized it," Aoiro groaned, "Sludgepuppies can-if trained enough-turn into anyone and anything…"

"Aw...it's okay. My own family can hardly tell it's me sometimes. Pfft...how were you two supposed to?" Lucy laughed teasingly at the twins.

"...Grr...kill them!" Psyphon shouted as his goons pulled out some new Tech Blasters, "Kill those two...kill th...UGH NEVERMIND! JUST KILL ALL OF THEM!"

"It's cute he thinks he can," Ben laughed, slapping the Omnitrix as he turned into Fastrack, "Ah...henchmen...always so silly." he sped off as he began striking multiple thugs, taking their guns and leaving them in a neat pile on the furthest corner of the building. He then ran atop a tank...and then in it before fighting could be heard. The Tank then aimed and began shooting at the ground knocking all the other tanks over to their sides, making them inoperable till they could be flipped back up.

"See? Lucy is innocent," Makoto smirked at Gwen, the squirrel girl leaping over a pair of grunts before knocking their heads together.

"Yes. I...see that now," Gwen muttered, summoning a Mana barrier to block the incoming shots.

"Okay, I know you might have a bit of an issue...but could we save it for after?" Mai asked, swinging her spear around and striking a thug across the face before kicking him and knocking him out.

"Maybe for the best," Noel admitted as she shot and blasted the Tech Blasters out of the hands of multiple thugs. The thugs looked at their hands and then Noel before holding their arms up in defeat.

"And catch the two spies," Lucy added, pointing to the retreating Aoiro and Karai.

"Oh screw you, mud bitch!" Karai snapped before flinching as Fastrack appeared in front of her, "AH!" she jumped back before looking down at the power inhibitor cuffs that linked her right arm to her sister's left arm, "Motherfucker!"

"Language, young l-" Fasttrack began before he narrowly dodged a slash from Aoiro, "Woah! That actually almost hit me!"

"It's a matter of feeling the wind change," Aoiro argued, attempting to slash at him again before a Mana barrier blocked it, "?"

"Counterpoint...Box," he pointed up as the two turned around to see a large wooden crate flying at them, "Oof!" he cringed as it slammed into both of them, "Nice throw Babe, and nice save Gwen!"

"No prob!" Makoto waved as Gwen lowered her hand, "That just leaves Psyphon. Ohhohohoho~ Hey Luce! I got an idea how to mess with him!"

"Ooh~ Do tell," Lucy grinned as she ran over.

"Well, we…" Makoto whispered into her ear.

"...I love it~!" Lucy squeed.

"I'm afraid to even ask," Mai muttered before another tank rolled in, this one being piloted by Psyphon.

"Stand still!" Psyphon shouted from the tank, trying to fire at Fasttrack as he kept dodging each shot.

"Miss me!" he laughed, blurring to another spot, "Hey, over here!" he blurred away again, "Swing and a miss!" he appeared in front of the camera waving his rear right in front of it, "Come on, I'll make it easy!"

"...Oh, I am going to enjoy this…." Psyphon grinned as he hit the firing button...only nothing happened, "...Come on...c-What is wrong with this thing?!"

"Oh yeah. Noel fired an EMP shot to disable it," Fasttrack laughed, "Oh and uh...she fired a grenade, too."

"?!" Psyphon tensed as Fasttrack dashed off, the grenade underneath exploding as it turned the tank over onto its back.

"Nice job, Noel!"

"Hmm," Noel nodded, her guns converted into a grenade launcher.

"Grr...I swear I am going to…!" Psyphon growled as he managed to climb out...before noticing the large shadow looming over him. He then slowly turned...to see Vilgax glaring down at him, "?! M...m….my lord…V-V-V-Vilgax…"

"Grr…"

"...Th-this isn't about what I said about the Annahilargh is it? I...eh heh. I was merely joking," Psyphon laughed nervously as he began to stagger back from him, his back against the tank, "I...I-I-I-I only live to s-s-serve you my lord. I was just...just….please don't kill me swiftly."

"Psyphon...I have one word for you…" Vilgax growled, making Psyphon pale greatly, "...Psyche."

"Eh?" Psyphon blinked at that.

"Oh now that's just cruel...but also karma," Fastrack spoke as he piled all the goons up.

'Vilgax' just grinned as he changed forms, turning into a humanoid female alien with mud-colored skin, a look of mirth on her face.

"...You...you ruined everything!" Psyphon snapped as he tried to punch at her, only for her to turn into mud and slip behind him before reforming.

"**Aww~ That's so kind of you to say~" **she giggled in Lucy's voice before she fired some mud at Psyphon's face, **"Also it was Makoto's idea."**

"And it was epic! Recorded everything!" Makoto laughed.

"...You'll all pay for this!" Psyphon shouted as he began to run, only to end up slipping on some mud as he fell to the ground, "Oof!"

"What do you recommend for this, Lucy?" Gwen asked.

"**Mmm...I'd say go with the iron,"** Lucy replied.

"My thoughts exactly," Gwen nodded as she made a tendril of mana that picked up the broken off barrel of the tank, "Four!"

***THWACK!***

Psyphon screamed as he shot out of a wall and right into a pile of metal crates. He let out a muffled moan of pain as he slowly peeled off it, leaving an indent in the exact shape of his body.

"...And with that, that is the end o-" Fasttrack began.

"That's the end of that **chapter!" **Makoto, Gwen, and Lucy said in unison.

"Ahh come on! Stop stealing my line!"

"Nevah!" Makoto declared.

* * *

"I _hate_ teenagers…" Pshypon growled as he was carried to one of the cells back at Plumbers HQ.

"We knew all along Lucy wasn't the traitor," Max noted, "She was brought in because of her abilities. She posed as copies of weapons and, at times, one of Psyphon's goons in order to understand where the weapons were all going."

"At first I thought it was that fat Tetramand me and Mako caught earlier today, but then I felt something up when he mentioned those two freaky twins," Lucy added.

"THAT'S NOT OUR TEAM NAME, YOU MUD BITCH!" Karai's voice snapped from one of the cells, "IT'S FANGS OF YIN AND YANG!"

"Whatever crazy," Ben replied, "Continue Lucy." he politely gestured to his cousin.

"When I heard we'd be transporting the Annihilargh off planet, I figured Psyphon and those two spies he hired wouldn't pass the chance of taking it, "So…" Lucy began as she motioned to Makoto.

"Lucy took the form of it to act as both bait and a beacon to lead us right to the three while I hid the real one in my tail before handing it off to RB," Makoto finished.

"That's really well planned out," Gwen noted.

"Hey. Us Intelligence department members have to stick together," Makoto shrugged as she and Lucy highfived.

"I'm just happy this is over. And we can do something to make sure no one gets this stupid thing ever again," Ben sighed, motioning to the Annihilargh.

"Yes...and I'll be reprimanding Blukic and Driba for repairing it in the first place," Kajun added.

"...Are they in the lab with that new project of yours?" Makoto asked.

"...Excuse me," Kajun said as she began to walk off...before running off at full speed, "Blukic, Driba! Don't you dare touch anything!"

"...I can't believe I accused Lucy of being the traitor," Gwen sighed, "Just because of how she was with me when we were kids, it clouded my judgment of her….I can't believe I suspected my own family."

"I can't believe I was the mature one this time," Ben noted.

"To be fair, Gwen, you are pretty...emotional." Makoto spoke slowly.

"Excuse me?"

"Kevin and Sena told us about what you did when you heard about our last mission," Makoto noted.

"Gwen...you melted a building…" Ben muttered.

"...Okay, I'll admit. I got a bit...upset that you got accepted into Hope's Peak, even if it was for a mission," Gwen admitted.

"And I am going to be completely honest with you, Gwen," Ben stated, "You...would have hated it."

"Again, excuse me?"

"Well, you prefer things to be...well...ordered more than anything. Hope's Peak? Not ordered," Ben stated.

"It was mostly ran by a corrupt group of old people that tried to make 'Ben's replacement' for the Omnitrix before they went belly up, and we had to deal with the biggest psycho bitch on the planet," Makoto added, "...said psycho bitch using me to make Ben and, in turn, the universe fall to despair."

"Yeah...ignoring all of that," Ben covered her mouth, "You realize only the Normal class students study and do school stuff...the Ultimates...they...don't. They just hang around with their friends and are allowed to...do anything they want. As long as they pass their classes...they don't even really need to attend most days. It sounds cool for me...so that's when I realized...yeah...you would have _hated _it there. If I like it...Gwen's not gonna like it."

"...Why does that make so much sense?" Gwen muttered, "...Wait. I forget who I'm talking to."

"Heh heh…" Ben gave a cheeky grin before his phone went off, prompting him to answer it, "Hey Rook...wait, what? ...What did Kevin do? ...How big are we talking here? ...Okay okay. Try not to make it any worse..." he hung up as he looked over at Makoto, "I uh…"

"Ah go rescue them. I'd like to hang out and get to know your cousin Lucy more," Makoto replied.

"Great," Ben grinned, "Just, uh...Just don't let me come home and find out you two caused Gwen to melt the house."

"I promise to try," Makoto admitted.

"And that's why I love you. I promise to be home as soon as I can!" he called out, "Hang on, Guys!" he shouted, running for the hanger.

"...I'm really sorry I suspected you to be a traitor, Cousin Lucy," Gwen sighed as she looked at Lucy, "I'd understand if you're mad at me."

"Oh please. I'm not mad at you. We're family," Lucy assured before walking off, "Besides, I'll be getting you back when I'm your commanding officer."

"...heh heh...good one," Gwen chuckled, earning no response from Lucy, "...W-wait. You're joking right? Psyche? ...Psyche?"

"Maybe~" Lucy replied in a teasing tone.

"...Ooh the amount of sass on this girl," Makoto grinned as she began to follow her, "I can tell you and I are gonna get along swimmingly, Lucy."

"Same here, Makoto," Lucy giggled.

"...What have we let happen?" Gwen groaned.

"Yeah. I...I'm starting to see it myself," Max admitted.

* * *

Max returned to his office after all was said in done. Intent on cooking up some dinner, relaxing for the rest of the evening, and waiting for the next threat to the Earth to come along. By this point he measured his work days in how long it took a new threat to come and end. He began picking ingredients as he took out something that looked like a purple egg...with eyes. He happily hummed to himself as he turned on the stove. He then paused when his personal phone began ringing.

"What's this now?" he looked at the number, "McGrath?" his eyes widened as he quickly answered, "Molly what's going on?" he asked, only for his face to become one of worry, "Already…?"

* * *

_GT: Lucy and Makoto...two prankster natures...Well, that universe is fucked. Our bad._

_SZ: Massively our bad._

_Z0: Should have let me kill them readers…_

_SZ: 0-0...oh he's still in murder mode...uh...r..read and review folks!_


	47. Time to Go Turbo Pt 1

_GT: Well...Now that the fear is gone. I just realized we had a teaser for the next mini-arc. And before anyone complains about us just doing one episode from Omniverse...I'd like to point out that the events of OTTO Motives happened as they originally did. That and the episode after that? The Ultimate Heist AKA Albedo's debut. We are not ready for that yet for the story._

_SZ: Yeah so trust us. We got something special in mind for that._

_Z0: Plus...we kinda already introduced him with the Cabal, who will be coming in...soon. _

_GT: Yep. So don't worry._

_Z0: Honestly we kinda want to make the team bigger, as some of those we met...aren't fully on the team 24-7. _

_GT: Or will rotate about, such as Jenny going off to Japan for a bit. So get ready for this. And if anyone blames us...IT WAS ALL Z0'S FAULT! *flees*_

_Z0: Blame Deflection *magic wall bounces the blame off and away into space* I've had this magic charm since Grade school...never failed me. _

_SZ:...Ahem! We own nothing aside from original content, so start us off Z0!_

_Z0: DAIGUNDER! *Robot lands in front of me* Dragon Canon! *aims and blasts the screen destroying it*_

* * *

Max sighed as he called in his Main team. They all arrived as he told them this would be a rather important and delicate mission.

"Is everything okay, Magister?" Tsubaki was the first to ask.

"Well...it's not Bad...per say," Max sighed, "As you all know, I have...a good chunk of secrets and stories I have and haven't told."

"Wait. Is this gonna be one of those...secret family member type deals?" Makoto asked.

"Oh, don't be silly," Max waved off, "At least...not on my part." he admitted, "Can't say much about Great Grandpa Tennyson…"

"This is an awesome family…" Makoto smiled.

"Anyway...this particular case has to do with some old friends of mine." Max began, "As you know, alien refugees have come from far and wide to Earth. A good 20 years ago...a special alien came to Earth. He was the last of a powerful race of aliens who looked exactly like humans. From Planet Tachyon."

"Tachyon?" Jin repeated, "Like...the theoretical energy?"

"Exactly like it," Max nodded, "Their entire race can produce a Tachyon based energy, Tachyon Unlimited Radiant Bio-Optimized energy."

"T...U...R...B...O…" Makoto spelled out, "Turbo Energy!"

"We are not calling it that!" Jin snapped.

"Grandpa...is there a reason why you bring this up?" Ben asked.

"That Alien, Ja'em, I helped him get a life started here on Earth, and he helped the Plumbers. He actually used to have Kajun's job." Max smiled.

"My Predecessor?" Kajun blinked.

"He worked in secret out of a company he founded that helped support the Plumbers before we fully integrated with our Space brothers and sisters," Max went on, "I'm sure you've heard about the company, Kajun. N-Tek,"

"...?!" Kajun froze at that, "N-Tek? The company that performs research on renewable energy sources, environmental protection, and home security systems?"

"Yep." Max nodded.

"Does he need help?" Ben asked, changing the subject.

"..." Max shook his head, "No...sadly he's...no longer with us." he sighed, "A few years back, during an experiment using his...Turbo energy..."

"HA!" Makoto smirked at Jin.

"Something went wrong and it cost him his life as well as that of our friend Miles Dredd." Max went on silencing the room, "He was a good man...it's thanks to him we kept aliens like Vilgax away for so long, and many other threats."

"If he's...gone, then what is this about?" Jin asked as gently as he could out of respect for Max.

"Ja'em had a family here on Earth, a wife...and a son." Max explained.

"So...wait...that means his son...is half Alien." Ben realized.

"Recently, that boy...has begun showing signs of powers like his father according to his Mother." Max explained, "The problem is...he's only half alien. If he can even produce half the energy his father could, then he could produce enough energy to level a city...if not a state."

"You mean...he's a _walking time bomb_?!" Jin jumped out of his seat.

"So...bad…" Ben realized.

"It's not his fault...he just started realizing he has powers." Makoto added.

"Is that what this is about? You want us to find this boy and...bring him in?" Tsubaki asked.

"I have all of Ja'em's notes from his Turbo energy tests. I'm hoping Kajun and the Wonder twins can help make a device to drain and contain his Turbo energy," Max explained.

"I'm right on it, sir," Kajun instantly spoke, sitting up as she rushed off, "Blukic, Driba, we have a big project!"

"What about us?" Ben asked.

"I want you to find him, and bring him, politely, like people. He's not a criminal, but...he can't control his powers yet. And Turbo Energy has some...screwy effects on technology." Max muttered.

"Screwy how?" Makoto asked in concern.

"Well...if I'm right and he has as much energy as I think...if he touches any sort of technology...it will...explode" Max said slowly.

"A-any kind?" Noel asked, hugging Robotboy.

"Yes...any kind," Max sighed, "And your weapons from your time...they tread a weird line between science and magic, right?" he looked at Noel and Jin.

"Well I wouldn't say weird…" Noel muttered.

"I would," Jin replied, "It's very strange, Magister."

"So...no tech touchy...how do we bring him here then, wouldn't he blow up a ship?" Ben asked.

"Not unless we took a cross country road trip in a muscle car he can't overload!" Makoto offered.

"No…" Tsubaki replied.

"Why not?" Makoto complained.

"Cause you just want to jump the grand canyon in one since you watched that movie…" Tsubaki replied.

"Oh now don't worry. We have a Plumber compound in his current town of residence. It's under N-Tek itself. This does mean…"

"We have to bring Kajun with us…" Makoto, Tsubaki, Mai, and Noel sighed in unison.

"Magister...permission to take a personal day?" Jin asked.

"I'll allow you to stay here at home base, Jin. I need someone to help scare the rabble back down towards Ragna," Max explained, "The rest of you will head to this location in Copper Canyon, California."

"Yes, sir," They nodded.

"Oh...one more thing…" Max spoke, "He...doesn't know he's half alien…" he chuckled, as he gave them a file with his data.

"Maxwell McGrath?" Tsubaki read his name as it showed the picture of a handsome young man with brown hair, and blue eyes.

* * *

The city of Copper Canyon wasn't by any means a big city, but it was modern and littered with mostly tall buildings of business and apartments. Close to the beach and the expanses of the American west deserts, it was the center for two of the nation's biggest tech companies: N-Tek...and Trans Human Industries, or THI for short. One known for their efforts to handle Earth's greatest problems. The other...a simple but huge tech company focused on profits.

Within the labs of THI, the scientists were buzzing around as a powerful surge of energy went off on their equipment. Turbo energy.

"Mr. Naught, sir!" a man clad in a black suit shouted getting the attention of another man in the same attire, save for the red tie, and his glowing orange eyes, "We have detected a huge spike in Turbo energy!"

"That's impossible. There is no Turbo energy on this planet," he spoke, running a hand through his hair as he walked over, this man was Jason Naught, the current CEO of THI, "Except for the Boss, and he's almost toast."

"Look, the largest Turbo Surge ever recorded in this city!" he spoke pointing to the screen as Jason pushed him aside to see for himself, making his eyes go wide.

"Well don't just stand there jabbering!" Jason complained, "Sound the alarms! Release the hounds! Do whatever it is you do! But bring me that source of Turbo energy!" with that Jason walked away leaving his panicked technician to go and do whatever it is that he does.

Jason made his way to his desk before pushing a button as his seat was dragged down, into a secret little room with one purpose, a screen lit up before him as an annoyed groan came from the other end of the video call. Standing there was a man clad in an all black suit, the lower half of his face covered by a mask from which looped over his nose like a breathing mask. Scars could be seen on his face, as his eyes were a dull red, his hair slicked and spiked back.

"Sir, I have splendid news!" Jason spoke in a happy tone.

=News...Unless you are here to tell me you've captured an Ultralink, or any piece of alien technology capable of providing me with Turbo energy, I doubt it at all matters Naught= he spoke in an annoyed tone.

"That's just the thing, our instruments just detected a huge source of Turbo Energy...right here...in Copper Canyon," he smiled as the man's eyes widened slightly.

=Mr. Naught...suspend all activity related to alien technology...and focus all resources on capturing that source of energy immediately before N-Tek and the Plumbers make their own moves upon it= the man spoke in a much happier tone =We are going to hunt it down before them...and I know just the Hunter for the job= he cupped his chin.

"And on the off chance Plumbers are in the area?" Mr. Naught asked.

=Taken care of= he replied.

With that, the video ended as Naught just shrugged, feeling he'd done his part, saved his job, and quite possibly his life as well. He decided to just sit back and let the actual Boss handle the technicalities.

* * *

The man in black turned away from a screen before walking over to a hologram console and typing in a signal. After a while, two different Holograms formed. The first of Forever of the Forever Knights, and the other was a large single eyed alien with a body made of cracked stone and covered in flames.

=Dredd...to what do I owe the pleasure?= Forever asked.

=**You humans again...I warned you what would happen if you contacted us!**= The alien growled at the human now named Dredd.

"Yes yes, hurting, baking, maiming, I remember!" Dredd complained, not at all threatened by the monster, "I have a target that will be mutually beneficial to the both of us, Elementor." the alien growled and lowered his threatening pointing finger to listen, "And likewise, my good Forever Knight, a target of your own."

=Tennyson?= Forever blinked =Well...you had my interest, Dredd...but now...you have my attention=

"I'd hoped I would," Dredd smiled behind his mask.

=**I'm...listening**= Elementor leaned in close.

* * *

"So...we have to save a guy from his own powers making him explode…" Makoto listed as they sat in the ship, still in the middle of its flight across the country, "But he's just learning he has power, oh...and doesn't know it's cause he's half alien...and his dad was the alien...and we can't tell him he's an alien…"

"Where is the complaint?" Ben asked.

"That's it...I am just stating facts. This...is a weird one," Makoto explained.

"Well it's not exactly our right to tell him he's part alien. That should be a talk he has with his mother," Noel countered.

"True," Tsubaki nodded, "But first, we need Kajun to invent something that can contain this Turbo energy."

"I'm working as best I can...a ship's cramped seat does not equate to my desk back at base," Kajun complained, her lap spilling with metal and wires and a laptop, "I need much more room to get creative."

"Any idea when he's gonna you know...Boom?" Ben asked.

"Sadly no…" Tsubaki sighed, "Magister says Turbo energy is near impossible to understand or predict. Since it is tied to his biology, it could be linked with his emotions."

"Oh great...A teenager with the power to become a super bomb...and his emotions might be the trigger…" Makoto complained.

"There's the complaint," Ben smiled, "Though...I think I could use Feedback to help with at least delaying it until Kajun can make it."

"I will turn you all into hamsters if I have a mental break from this," Kajun stated.

"Maybe that could work...but remember what Magister said," Tsubaki spoke, pointing to the Omnitrix, "Feedback might be able to handle the energy, but..."

"But...we can't be sure if the Omntirix won't...freak out," Ben realized.

"Let's leave Feedback as our last resort just as to not risk it," Tsubaki spoke.

"It has to be possible to contain the Turbo energy or expend it," Kajun added, "Otherwise how could this Tachyon race have existed as long as it did? Surely a machine that could help this Maxwell McGrath exists...but I need to build one...from scratch, with very little to go on 'till I can get my hands on his Father's work." her eye began to twitch, "Rrrr…"

"..." Noel tried to discreetly scoot as far away from Kajun as she could.

"Alright look, we're about to drop you off at this N-Tek Plumber facility, so you can go nuts on this Turbo lab, and we will track down a half-alien boy who's probably freaking out at the fact he has super powers," Ben spoke.

"Either that or loving every minute of it…" Makoto countered.

* * *

Meanwhile, in Copper Canyon High School...

"You're dead. McGrath!"

"Whoa boy!" Maxwell McGrath panicked as he ran from the school bullies, "Come on, guys! It's called being funny! You should try it sometime!" he laughed, ducking out of the way of the two scrawny minions, before spinning around the big one who was their leader, "Okay...let's just say it wasn't funny...and move on!" he laughed, running away and towards the exit.

"Get him!" the big one shouted while slapping his two goons, making them scramble after Maxwell.

"Oh thank god this place is decent…" said boy spoke, taking his bike which he didn't chain up, "Running!" he spoke, hopping on and pedaling away as fast as he could, "Good going, Max...first day and already you got the school Bully and his goons chasing you…" he spoke to himself as he rode his way, not even noticing his speeding past cars, he then blinked as blue energy began leaking from his hands, "Oh no….not again, not now!" he spoke as the energy began leaking from his eyes, his legs pedaling harder and faster, to the point he was outspeeding the cars on the street until they looked like blurs.

He kept going until he was forced to stop...by crashing into a moving truck. His bike mangled to the point it was totally useless, and a giant hole ripped in the side of the cargo area of the truck. Only Max stood up...perfectly fine, even his clothing was intact. He looked around and sighed in relief that no one's personal belongings were currently loaded in the vehicle. He then looked up as the bullies finally were able to catch up.

"Super powers...don't fail me now…" he chuckled, kicking the door open and jumping out.

* * *

"What's that?" Ben blinked as Tsubaki's tablet began pinging.

"Magister says it's a scanner for high concentrations of Turbo energy…they aren't as big as the one he said was detected yesterday," she explained as a realization then came to her, "He must be using his powers."

"For what?" Mai blinked.

* * *

"Whoa!" Max shouted, clearing a chain link fence in a single large jump before landing on his feet. He looked back as the lead bully was so dumbfounded by this feat he crashed right into the fence, "Later Butch!" he cheered, jogging off before jumping once again and landing on top of a building.

Max sighed as he walked forward a bit before stopping and looking at his hand as the blue energy continued to leak out. On the one hand...he now had Super powers, and that was awesome. But how, and why? Where did these powers come from? What did it mean for him? And all those other angsty questions he thought but really didn't want to say out loud due to self respect.

"Just what is happening to me?" Max pondered before grunting as the blue energy formed on his arms, "Gah! Okay, not...not good…" he grunted as more energy poured out of him before he let out a cry and it pushed out, tearing apart the rooftop he was on before he collapsed, "Ugh…"

* * *

"Alright, we have arrived," Rook informed, slowing the Proto-TRUKK to a halt before a modest-sized building just a mile outside of the city.

"Just remain calm, Kajun...remain calm and collected," Kajun whispered to herself as they stepped out.

"...She's going to lose her calm and collect the moment she sees what's in the base under this place, isn't she?" Ben asked.

"Heh. No betting on that," Makoto agreed.

"Oh shut it, you two," Kajun huffed as they began to approach the building.

"Just remember to behave," Tsubaki advised, "..That goes for you too, Ben...Makoto."

"Ahh come on, Tsubaki. It's us," the two assured.

"I know...that's what I'm worried about," Tsubaki pointed out simply.

"Hey~" both whined.

"I kid...but I am serious about behaving," Tsubaki stated, "That also goes double for you, Kajun."

"I am making sure to remain completely calm," Kajun assured as they stepped up to the front entrance.

"...Choice of place for our next dinner date if she faints," Makoto whispered to Ben.

"Sounds like a loaded bet...but I can't say no to you." Ben smiled.

"Oh you…" Makoto rolled her eyes with a light giggle.

"So sweet," Noel smiled.

"Ahem. Focus," Tsubaki reminded as she walked up to a console near the door, holding her badge up as the camera above the screen began to scan it.

=Plumber Agent recognized. Voice recognition needed=

"Tsubaki Yayoi, special field leader and second in command of the Bellwood Plumbers Branch," Tsubaki answered.

=Approved. You may enter=

"Great, now where do…" Ben began before the ground under them began sliding down, "Okay...this...is impressive." he chuckled as the trap door replaced itself with an exact copy of the flooring that was lowered down.

"Of course. It's N-TEK afterall," Kajun stated

"I dig the green neon…" Makoto spoke before they all blinked as they were exiting the tunnel and found themselves floating down into a massive underground compound built into a huge subterranean cave.

White metal buildings built into the rocks and walls of the cave. With Green lights and what looked like roads of green solid light. They saw all the current models of Plumber vehicles, as well as what they assumed to be the next generation of Plumber vehicles, such as tanks, air ships, and motorcycles.

"Aha...are those...super bikes?" Makoto asked, staring at the Motorcycle prototype that seemed to be in the middle of having a weapon system equipped.

"This is...amazing." Rook spoke, "It is all of the newest technology, not even our own home base has vehicles this...amazing!"

"Oh no he's in car maniac mode…" Noel sighed.

"Anyone check on Kajun yet to see if she's breathing?" Ben asked.

"Remain calm, Kajun...remain...calm."

"...she visibly shaking in excitement," Mai muttered before she an Noel grabbed onto her...before they began to shake as well, "Ahh!"

"That's not shaking...it's super speed vibration…" Makoto muttered, "Kajun...girl...calm down. We need you to focus...on making a machine to help that Max kid."

"...right right...focus...focus…" Kajun whispered as she tried to calm down, Mai and Noel letting go as they still shook a bit for a few moments.

"That was freaky…" Mai muttered, "Worst than the time Noel accidently gave Makoto an energy drink."

"I thought it was juice…" Noel muttered, meekly poking her two index fingers together.

"I don't remember that day all too well…" Makoto admitted, "But wait. I drink energy drinks all the time…"

"Eh….we change the labels, we actually get you sugar free." Tsubaki admitted.

"My life is a lie…" Makoto spoke with a look of shock and betrayal.

"There there…" Ben patted her shoulder in comfort.

"Well now...Magister Tennyson said he was sending some help, but I wasn't expecting he'd send Ben 10 of all folks."

"?" The group blinked as they looked forward, seeing someone approach them.

It was a man with slicked back black hair, he was tall and broad with a very muscular and imposing build, he wore a suit that looked like the Proto Armor colored in dull aqua-green, only his chest piece had a large gash across it, his sleeves rolled up with brown fingerless gloves covering his hands, with a matching military pouch belt around his waist. His armor was also bulkier around his shoulders, chest and his boots.

"Man he talks about you a lot...but gotta say...I pictured you'd be taller." he chuckled.

"Ahaha…" Ben laughed forcibly, "Why does everyone say that?" he turned to Makoto.

"Mix of the internet and assumptions?" Makoto guessed with a shrug.

"Your…" Tsubaki began.

"Forge Ferrus." he introduced, "I'm the one Magister Tennyson left in charge here. Now...you kids are here to help me with finding and saving my Nephew?"

"Yes sir," Tsubaki nodded, "One of my friends here might be able to create something to keep his powers in check once we find him."

"Oh?"

"Ahem. M-me sir," Kajun spoke up nervously as she stepped forward, "Kajun Faycott, head of Research and Development over at the Bellwood Plumbers branch."

"Let me guess, an amazing genius who often talks nonsense people don't fully understand, yet always saves the day?" Forge asked.

"That about sums her up." Makoto spoke.

"Ah...has this weird...Nerd Mode?" Forge asked.

"We technically call it Science Mode," Mai answered with a sheepish chuckle.

"Alright...then that means she's perfect for the job." Forge laughed, "Get to work kid...the lab, the resources, our own nerds. All yours to command."

Before anyone could blink, Kajun suddenly vanished, a small dust cloud in the shape of her in her place before it dispersed.

"...You really made her day, Forge-san," Noel whispered.

"From my experience...Nerds are better left in the lab to make something useful." Forge explained, "Otherwise they get all antsy and annoying…" he explained, "Sides sooner we fix something up to contain Max's Turbo Energy, the sooner we can stop worrying of a big boom."

"So...you know Max and his dad?" Ben asked.

"Me and my sister were Plumber hopefuls back when Jim...ah that's his Earth name, James McGrath." Forge explained, "We worked together with Magister Tennyson for years, fighting aliens, hunting monsters, and getting into general mayhem and misadventure."

"Sounds like us…" Ben and Makoto muttered.

"Molly and Jim settled down...and had Max." Forge went on, "But Jim...he wanted to keep working towards something to help protect this world, for his son...and all the other kids who we Plumbers cared about. His experiment would have kept the likes of Vilgax, the Incurseans, and lots of other scum of the universe out of our hair. But...something...went wrong." he stopped at a case which they found Kajun examining, "That...is the only remains of the project…" he pointed to the orb inside, it was surrounded by three looping pieces of white and grey metal, with a majority of the pod being made of hexagonal scales.

"Amazing…" Kajun spoke, "What is it?"

"At the moment...nothing." Forge sighed.

"Nothing?"

"Only Jim really knew what to do with it. It's broken since the accident, totally inactive." Forge spoke, "I keep it...as a reminder of the good old days."

"I see…" Kajun noted, "Well...it might still be a clue for what I need to do." she explained, "So I guess I'll come back for you later." she whispered to the case.

"Stop flirting with technology…" Makoto groaned.

"I wasn't...it was a promise." Kajun countered as they all walked off, no one seeing the device light up with a blue glow.

"We seriously need to get you someone," Ben and Makoto muttered.

"I don't know what you mean." Kajun countered.

"Ah save it...Nerds find their own way on their own," Forge spoke.

"True...then again, Kajun has some pretty high standards," Makoto shrugged

"I heard that…" Kajun deadpanned.

* * *

"I see the energy is spiking more and more each time he uses his abilities." Kajun looked over the computer, "It's possible there is no limit to how much he can create...but is limited in how much he can safely contain."

"So if he expels it out before reaching this limit?" Mai asked.

"Yes, in theory that would stabilize him."

"And if it doesn't?" Noel asked.

"...Boom," Kajun replied in a simple tone

"That...that's very Morbid…" Makoto replied.

"Its fact." Kajun argued, "His father's machine seems to have needed to use a large abundance of Turbo energy, if we had that maybe...but as I fear it is destroyed. So I need to make something more viable."

"Can you even make something like that?" Tsubaki asked, "This sounds like science we'd ask Azmuth to help make."

"But I doubt he'd help short notice…" Ben spoke off to the side so as to not touch anything per Kajun's orders.

"Well N-Tek has been working on a chamber to do such a thing, but...from my examination...it wouldn't be able to hold all of Max's energy going off the readings."

"So...what's your plan?" Tsubaki asked.

"At the moment I am tinkering with the idea of a device that can suck up his energy, and use it to power itself, creating an endless loop, so one needs the other." she explained, "But...finding or making the materials for such a device...would take some high level tech."

"...And I'm gonna assume you want us to find that high level tech, right?" Makoto asked.

"If you know where to find it…" Kajun replied, "You don't think if I did I wouldn't have sent you off already?"

"..."

"...I thought so."

"...Kajun's really gotten snippy since we got here," Noel whispered.

"Maybe we are putting too much pressure on her to find a solution?" Makoto offered.

"Maybe. I mean back home she had Blukic and Driba to deal with. Here? It's entirely different tech," Ben muttered.

"Maybe she also wants to prove herself, when she heard that this is the unresolved work of her predecessor," Mai guessed.

"...Maybe once this is over, we can give her some well deserved time off," Rook suggested.

"If she takes it." Tsubaki sighed.

"You know I can hear you, right?" Kajun spoke, making them tense, "I am fine...I just...need to focus on this...I might need some coffee to help me stay awake if this ends up being an all-nighter."

"...Now she's starting to remind me of Kokonoe," Makoto muttered.

"What does she normally act like?" Ben asked.

"Moody, really snippy, acts like the smartest person in the universe, and rarely goes to sleep if there's a big project...and she tends to have a lot."

"I'm not saying I'm smartest in the universe...I fully accept that role belongs to Azmuth." Kajun pouted, "And I like sleep, but this is a little more important than sleep...only a little...by say a few numbers…"

"...Maybe one or two of us should find this Max if it helps her with her research," Mai whispered to the others.

"Sure...find the super powered kid who's either freaking out or having the time of his life." Makoto shrugged.

"Which is why you and Ben will be searching for him," Tsubaki stated.

"Huh?!"

"You were once in his position, Ben...finding out about powers new to you via the Omnitrix and don't know what it fully do with them," Tsubaki explained

"Sides you're famous...I bet he'll listen to you." Makoto added, "But wait...why am I going?"

"Emotional support and back-up."

"Oh…"

"Back up?" Ben asked.

"Well I wouldn't suggest actually touching him Ben...that is if you like having two hands." Kajun explained, motioning to the Omnitrix, "Who knows if the Omnitrix can even absorb Turbo Energy, let alone if you have his father's race within it."

"Oh...fair I guess," Ben muttered, "...Well, might as well head out to go find him. Let's go, babe."

"Hai," Makoto nodded as the two walked out.

"Truly, I need a coffee…" Kajun sighed.

"Espresso alright?" A voice asked beside her.

"Yes," Kajun replied before a cup was handed to her, "Thank you."

"You are quite welcome," an orange robot with blue optics, pincer hands, and wheels for legs/feet replied.

"Whoa," Mai blinked twice.

"This is Fixit. A Mini-Con from Cybertron. He joined a few months ago and has helped Berto in a lot of projects," Forge explained.

"Mini-con?" Noel repeated, "The Transformers who are...human size?"

"In a sense, yes," Fixit answered, "I came to Earth to learn more about it and...well…"

"...Sentinel Magnus?" Tsubaki guessed.

"The fact he took credit for Optimus' assistance in the Incursean War rather irked me," Fixit huffed, "When I arrived on Earth, I met Berto and...well, we hit it off rather well if I used that Earth term correctly."

"It is…" Kajun nodded as she took a sip, "Ooh...really good. Thank you, Fixit."

* * *

"Good idea on Jetray," Makoto noted, riding the Aerophibian's back as he soared into town, "It'll help make searching for Max faster."

"Yup! Now to figure out where he could be," Jetray answered as they looked around, "Question is..where to search first?"

"Maybe the local highschool?" Makoto suggested, "I mean...surely someone there saw him."

"Where is he…?" the two looked ahead to see the school bully and his goons looking around, "I know that punk is around here somewhere…"

"Just got powers and he's already messing with the school bully...oh he is gonna make a good friend." Jetray laughed.

"Hope he knows some good puns," Makoto added with a giggle, "...Wanna mess with them to see if we can get his last known location?"

"Stop reading my mind…" Jetray smiled.

"Cool. Let's see if we can get their memory jogging," Makoto smirked as Jetray landed, letting her hop off as she approached the three, "Hey, boys."

"Hmm?" the bully and his two thugs looked over to see her approach.

"You wouldn't mind helping a gal with something, would you~?" Makoto asked in a teasing tone.

"...Don't know…" the lead bully grinned, looking up and down her body a bit, "Think you can provide us with something in turn?"

"Yeah, sexy..." one of his goons added.

"Probably show you a good time compared to whatever loser you're with," the other grinned.

"..." Makoto said nothing, giving a small smile as she grabbed the other two bully's heads...before slamming them against the lead one's head as the other two fell over.

"Ow! Why you little…?!"

"Okay first off: I am _not _that type of girl thank you very much," Makoto stated, using a finger to stop him from trying to grab her before she grabbed him and lifted him up over her head, "Second off: my boyfriend is no loser and doesn't see me as a trophy or sex object."

"I don't even have to get jealous...she's literally the perfect woman," Jetray sighed happily.

"So here's what's gonna happen, 'sweetie'," Makoto said as she looked at the lead bully dead in the eyes, "You're gonna tell me where you last saw Max Mcgrath, or else I'm gonna send you flying clear across town, which...hmm...telling by your physic, might end up breaking your football record for longest throw."

"I swear I don't know where the freak went! He just...Jumped...and flew off!" he panicked.

"So...he has super strength now." Jetray noted.

"Before that he was running like a god damn cheetah!"

"And super speed…" Makoto chimed in.

"After that..I-I don't know! Maybe he's in the abandoned warehouse distract or something! Just...please let me go!"

"Hmmm…" Makoto thought about that.

"Babe…" Jetray sighed.

"Oh come on…"

"Mmm…" he countered crossing his arms.

"Oh fine…" she sighed as she thumped his head, making him pass out as she dropped them, "Spoilsport…"

"Didn't you hear what he said? Max has all those powers. He could have floored them almost as good as you." he spoke, "But he didn't, he just ran. He doesn't want to hurt anyone, he's a good dude. Let's focus on helping him...over beating these losers."

"You're lucky I love you when you make sense." Makoto spoke, jumping on his back.

"Well I love you all the time, so I win." he chuckled, flying up.

"Oh you…" Makoto chuckled.

* * *

"...Okay...everything seems to be clear…" Max muttered, peeking outside of a warehouse he was in, "No school bullies in sight, no weird energy leaking from my skin. So...no problems right?" he asked jumping out of the window and landing with no discomfort, "Okay some problems...awesome problems...but still problems." he looked at his hands, "Oh...how do I tell mom about super powers...wait...why...why would I do that? She'd ground me to my room till my grandkids have grandkids."

"I think I heard something this way."

"?!" Max tensed as he quickly hid behind some crates, peeking out a bit as he saw Jetray and Makoto land, "...the heck?"

"I swore I heard someone over here," Makoto muttered as she hopped off Jetray's back, "And I know they didn't sound like rats squeaking."

"It was one time…" Jetray spoke flashing back to Ben, "No one meant anything by it."

'_...is that Ben Tennyson?' _Max thought, blinking a bit in surprise, _'What's he doing all the way out here?'_

"It means something when no one will let it go." Makoto huffed.

"Can we focus…" Ben sighed.

"I can focus and be pouty…" Makoto huffed.

"...Know what? Fine. I did find a store that had chestnut parfaits made...but forget it."

"Hah?!" Makoto gawked at that, "I..you...mmm~! No fair~!"

"Then focus and help me look around," Ben smirked.

"...Fine…" Makoto muttered...before smirking a bit, "But after this mission since you found a store that has my fave dessert...I got something special for you~"

"...Is it that cheerleader outfit you tend to tease me with?"

"Better...my old combat outfit~"

"Stop lying…" Ben spoke in disbelief.

"I'm not. I actually managed to snatch it back from Tsubaki while she wasn't looking and I have it hidden in a spot she doesn't know about," Makoto grinned, "So now you'll finally get the chance to see this…" she motioned to her body as she posed a little in a flirtatious manner, "In all of its curvaceous glory~"

"..." Ben said nothing as his imagination was getting the best of him. Before he could say anything.

"Okay! That's it! You found me...just...please...stop flirting!" Max spoke walking out, making them both jump in shock, "Just...please...it's so sweet it's making me go into diabetic shock…"

"...Well that was fast…" Makoto muttered.

"Yeah...and we didn't need to focus either," Ben added.

"Dude, I don't think you even can focus right now," Max argued, "...but seriously though, why are you here?...I'm not in trouble am I? Cause I swear...I didn't mean to blow up that warehouse..."

"AHA! I told you we should have checked the one with the caved in roof!" Makoto snapped at Ben.

"I thought it was storm damage!" Ben argued back.

"What storm can cause damage that big?!...And don't suggest those Weatherbots that somehow come back everytime we wreck their bodies."

"Well…"

"Ahem!" Max cleared his throat, getting their attention, "Just...please answer before you suddenly go back to arguing/possibly flirting...am I or am I not in trouble?"

"Oh...nope," the two replied.

"In fact we're kinda here to help you," Ben added.

"Huh? Help me?" Max blinked.

"It's...kinda complicated...but the short bit is...you got super powers, and you could maybe...discharge it...as a big boom." Ben said slowly.

"I'm gonna explode?!" Max panicked.

Makoto slapped Ben upside the head, "What part of his emotions affect his powers do you not get?!"

"Sorry...was trying to be blunt," Ben muttered, rubbing the back of his head.

"You could've put it more gentle," Makoto stated before looking at Max, "But worry not. A good friend of ours is making something to help keep your powers in check."

"Really?" Max blinked.

"Yup. Heck if used right, you might end up being a hero like us."

"Really?! That…" Max began before the energy returned, "Oh not again!"

"...What was that about _not_ getting him too emotional?" Ben deadpanned.

"...eh heh...oops?" Makoto sheepishly chuckled.

"Uh...I'm gonna...get some distance…" Max spoke jumping and breaking through a window.

Makoto and Ben moved to follow before flinching as a blue shockwave demolished the building...and knocked them over.

"...Ow…." the two groaned, Ben unaware his Omnitrix flashing for a moment.

"That...was unpleasant…" Ben muttered as he sat up...before he felt his hand grabbing onto something.

"Ahn~"

"...please tell me that was a pillow just now…" Ben whispered as he slowly looked to the side...and saw his hand on one of Makoto's breasts, "..."

"You know we're in public right? Show some restraint~" Makoto teased.

"Gh?!" Ben tensed as he moved his hand away, a faint blush on his cheek, "I swear that was an accident, babe."

"Yeah...an 'accident'...much like that one time at the gym when you tripped onto my girls," Makoto grinned.

"I swear on my alien watch it was!" he argued in a bit of a panicked tone, "Besides...you're one to talk miss 'Oops~ I tripped too'."

"Maybe I…"

"Ah!" Max shouted, making them return to their senses as he surfaced from the rubble, his shirt tattered to shreds, "I'm alive! How...oh...superpowers are awesome...sometimes…"

"Amen to that," Ben and Makoto muttered.

* * *

"Maybe...no no. That wouldn't work…" Kajun muttered, currently tinkering away at something, "No...the power output would melt away from too much storage...no...mmm...come on, Kajun...think…"

"Maybe if you had a sample, it could provide some assistance," Fixit suggested.

"Maybe...but I would also need Maxwell if I'm to properly get a sample," Kajun sighed, "And he's not here….ugh...I…"

"Ben and Makoto found him," Mai spoke, holding her badge up.

"YES!" Kajun exclaimed, earning looks before she calmed down and cleared her throat, "Ahem...well that's good then. Nice job Benjamin, Makoto."

=Please don't call me that…= Ben muttered from Mai's badge.

=Yeah. Only his mom can call him that= Makoto added

"At times it feels like I'm the only adult though." Kajun argued.

=Hey I act my age, thank you very much= Ben argued.

"...L-look. Just please bring Maxwell so I can get a better grasp of what i'm able to work with?" Kajun asked.

=Did she call me Maxwell?= Max asked

=She likes to think she's team mom= Makoto sighed =So she uses our full names, it's annoying but she means well=

"I do," Kajun nodded, "Now please hurry before something happens."

=You mean like the guys who possibly missed a reinfair nearby?= Max asked.

=Oh no…=

* * *

"Hi Ben…" Forever spoke, looking down at them from on top of a pile of crates as his knights stood ready nearby, "It's been a while," he laughed as his visor lit up.

"Ah geez you guys…" Ben groaned as Makoto had her tonfa out, cautiously looking around while the two stood before Max, "..._He's _not with you is he?"

"If you mean _my_ head of research and development. Then no...I know best to keep my nerd in his lab where he's the most useful." Forever laughed, "So don't worry...no panic attack for your lady friend."

"Oh thank god…" Makoto sighed in relief, "One revisiting mental trauma is enough…"

"Yes...I heard your trip to Japan was...a big old mess." Forever chuckled, "I thought of looking into that school to...but then I realized...they'd all be useless anyway. What good is someone who masters one talent to the point of absurdity?"

"Hey hey! Nobody mocks my former fellow classmates!" Makoto snapped.

"I'm just saying...if it was up to me...I'd look into what they did to upload talents into one person. Now that might be worth something...ah...too bad they're dead." he sighed before forming a shield as he blocked Makoto's punch, "Shame...so many you all failed to save, even if they were assholes...isn't it the hero's job to save even the bad ones?"

"I do….I also know there are those who can't be redeemed or saved," Ben countered with a frown.

"Oh how dramatic Ben...I am almost impressed by your answer." he pushed Makoto back before jumping down to the ground facing Ben, "But...I'm taking the kid. That energy he's leaking is gonna serve a friend of mine much better then it'll serve you Plumbers."

"...Yeah how about no?" Ben countered, instantly activating the Omnitrix, "Max...stay back.".

"How cold Ben...I'm only trying to save a life." Forever spoke, making Ben pause.

"...Explain," Makoto demanded.

"Hehehe...so you are going to listen? True story, my business partner sort of needs that energy the kid's leaking...to stay alive. Go figure...he feeds off Turbo energy. And up till now, no one had any. So...if you take him...my friend dies. And knowing you...you would be able to live with that now will you?" he spoke, "After all...you talk about doing something dark...but when the moment comes Ben...you still are the Hero."

"...Tch…" Ben gritted his teeth. He wanted to argue...but he couldn't. Those words seemed to hit him hard.

"...Don't listen Ben. He's trying to get under your skin," Makoto spoke, "For all we know, he has some hidden agenda."

"True…" Forever laughed, "I am trying to get a rise...but...I'm not lying when I say someone will die." he spoke in a much more serious tone then before, "I mean it...as it stands someone is dying of starvation, so...what's it gonna be?"

"I…" Ben tried to speak.

"Hey!" Max spoke walking past Ben and Makoto, "You want me right?"

"My...the brass on this one…" Forever chuckled, "So what's it gonna be wonder kid…"

"I...am calling you on your bluff." Max replied.

"Scuse me?" Forever tilted his head.

"Hey I don't know what this stuff coming out of me is...I'm actually scared it's radioactive. So anything that might need that to live...isn't sounding like a good thing. Let alone for my health." Max argued, "Plus...you just scream bad guy...so even if you are being honest. Which I get the scary feeling you are...chances are you're probably gonna do something messed up to me after your buddy is saved right?"

"Crap...he's Genre savvy…" Forever sighed.

"And to that I say...Run away!" Max freaked.

"Wait…" Forever realized as Max was already speeding off down the road, "Blast!"

"That's it…" Makoto gasped, "Ben...this guy knows everything about you...literally to stalker levels...but he doesn't know Max! Don't you get it...he can't handle the unpredictable!" she shook her boyfriend back to his senses.

"...that's right. He doesn't know anything about Max…" Ben whispered before smirking at Forever, "Nice try, but you can't get to me."

"So you figured out that much...well I really didn't want to fight...hehehe...couldn't say it with a straight face. I mostly came here to kick your butt all around the west coast."

"Yea...well I like to see you try," Ben grinned, swiping his finger on the Omnitrix before pressing down on it, engulfing him in flash of green light.

"Heh heh. You guys a-" Makoto began as the flash died down, making her blink when she noticed what Ben turned into, "...that's new."

"What's...whoa!? What the heck am I?" Ben asked as he looked himself over. His new alien form was made of humanoid blue electric energy, with stone armor covering his torso, shoulders, legs like boots and on the back of his arms. His head was a stone helmet with a mouth and green eyes, "This...is trippy...I'm like...made of rocks...and electricity!"

"...Shock Rock!" Makoto and Ben's new form exclaimed.

"That's it...Shock Rock!" Shock Rock declared happily, "Now uh...what the heck does it do?" he arched his stone eyebrow.

"Oh! Maybe you can fire electricity from your fingers!" Makoto gasped, "Or maybe you can use magnetism to control and magnify rocks!"

"Oh that be so cool, come on earth bending!" he held his arms out, only for nothing to happen as he performed several different poses and hand signs, "...I don't think it's earth manipulation…"

"Aw man…" Makoto pouted, "...Maybe try touching the ground?"

"No don't!" Forever shouted.

"...He sounded scared," Shock Rock blinked with Makoto.

"...This guy's species must be crazy strong if he got that big of a reaction from him," Makoto guessed, poking at Shock Rock a bit.

"Yeah...but bad timing to get a new guy." he added, "Normally when I get someone new, I have time to goof around with his powers."

"The hole in the ceiling is proof of last time." Makoto added. She then flinched as Shock Rock jumped in the way of a laser blast...only for the energy to absorb into his arm, "Did...you just eat that? Literally?"

"So...something something...energy?" he asked Makoto, who shrugged in response, "We'll figure this out," he shrugged as he aimed his hand and fired a blue electric beam at Forever making him jump away, "I could get really used to this!"

"Blast...he's starting to learn…" Forever growled as he dodged another laser, "Knights, fall back!"

"AH! He _is_ afraid of this form!" Makoto realized.

"Let's let the beast handle Tennyson…" Forever spoke as he jumped into the air, his boots igniting with jets of heat as he flew off.

"Did he just say Beast?" Shock Rock asked.

"...he better not be referring to me," Makoto frowned as the rest of the Forever Knights ran off, she then flinched as she felt the temperature begin to rise, "Uh...is it getting hot?"

"Are you fishing for a compliment?" Shock Rock asked simply.

"No..I mean it is literally hot…" Makoto answered, panting a bit as she pulled on the collar of her Proto-Armor, "Seriously, I'm starting to sweat here!"

"No offense but I'm glad I lack sweat glands as an alien of energy and minerals." Shock Rock spoke.

"Well lucky...you?" she blinked as the ground began to glow red and warp, "...Ben..I think I know what's causing this sudden heat wave."

"Really?"

"Yeah...you! Your new alien is heating the area up!"

"**No…" **a voice made them blink, the ground suddenly burst open as the flaming monster rose up, **"That would be...me!"**

"Ahh! The heck?!" the two exclaimed as they jumped back from the flames.

"**You two...are making my day...really...really...**_**difficult**_**…" **the monster known as Elementor spoke as he stood before them, **"Nothing disgusts me more...then humans and Fulmini…" **

"Ful what?!" Shock Rock asked.

"Your alien...and I don't think this guy likes you…" Makoto spoke.

"**And the mutant gets it correct."**

"MUTANT?!" Makoto snapped.

"**BURN!"** Elementor roared, not giving her a moment to fully get angry as he launched blasts of fire after fire at them, making them run.

"Okay, this guy spells trouble with a capital T!" Shock Rock exclaimed, "Makoto, see if you can call the others!"

"Already ahead of ya!" Makoto shouted, her badge out as the turn turned around a corner, "Tsubaki, we got an emergency!"

=Makoto, what's wrong?=

"Well first off; we encountered Forever and the Forever Knights and Ben got a new form!" Makoto explaiend as they ducked underneath a fireball, "Second off; They retreated the moment Ben turned into it...but now we're being chased by some sort of fire monster!"

"**I will burn you into coal!"**

"I can't absorb Fire!" Shock Rock grunted.

"Tsubaki, if you can...please send someone!" Makoto screamed.

=i'll try a...wait. Where's Max?=

"Rate he's running...Canada." Makoto replied.

=...you lost him didn't you?=

"...To be fair, he offered himself as bait to get some of the Forever Knights off our backs."

=Well he's got a heroic side to him at least=

"Anyway you should find him, just look for big energy, and once you find Knights...you found em."

=...ugh. Fine..I'll go search for him. Mai, you're with me. Noel, you and Rook look after Kajun and make sure she doesn't...overdo it=

=She already got side tracked and upgraded Berto's robot= Rook spoke

=...I should've seen that coming…=

* * *

"Okay...I think..I lost them…" Max panted, hiding in yet another abandoned warehouse, "..Seriously what is with people chasing me today? First bullies and now a bunch of knights...Well on the bright side, least I Got to meet Ben 10. Gotta wonder if I can get an autograph of his. Always wanted to get someone famous's autograph, but never met a famous person before...Still..." he sighed as he sat down on the ground, "The fact he's offering to help me with my powers is great...but now he's dealing with those knights and that lying jerk leader of theirs…"

"Ahh! Watch the tail!" Makoto screamed outside.

"?" Max blinked, standing up as he peeked out a nearby window, seeing Makoto and Shock Rock being chased by Elementor, "?!" _'What the hell is that?!'_

"**Suffer!"**

"No thanks!" the two shouted as they ducked underneath another fireball.

Max said nothing as he gripped his hands as the energy began leaking out again.

* * *

"I know we need to hurry, but we need something to make it so when we bring Maxwell with us the ship doesn't explode!" Kajun complained as they rushed through the halls.

"Fair...but still this seems like a rush situation," Tsubaki spoke.

"Tsubaki, do not mention 'rush' around me!" Kajun snapped, "I am on the verge of a breakdown and am nowhere close to finishing this project! Do not tell me this seems like a 'rush situation!'"

"Uhm...this egg thing is glowing." Noel spoke up as they all came to a sudden halt seeing the display case...was indeed glowing.

"...what?" Kajun blinked before she blurred up to the display case, "How? It remained imobile all this time...Fixit?"

"I do not know! It's been inactive...dead...it...it can't be functioning at all." he rambled, "It's...IT'S…"

"Impossible?"

"That!" Fixit agreed.

"I think...we should back away…" Noel muttered as she, Mai, Tsubaki and Rook backed way down the hall.

"Eh?" the two blinked before they looked at the rumbling display case, the object inside seemingly bouncing around madly, "?!"

***CRASH!***

"AHH!" Kajun yelped as she and Fixit ducked, the object flying off at high speed, "...what just happened?!"

"I...shall tell Forge...you need to get that back, I know what it is...and if it's been reset...we may have a problem." Fixit explained.

"Problem?"

"May..._MAY_…" the minute Cybertronian stressed, "It...could also be good." he added.

"No time to test?" Kajun sighed.

"I'm sorry no…" he sighed.

"After that device!" Kajun ordered her friends.

"Ehem…" Tsubaki coughed into her hand.

"Oh...right...that's your job…" she chuckled.

"Of course...now after that device before it possibly does any harm!" Tsubaki ordered.

"Yes, ma'am!"

* * *

***CRASH!***

"Ahh!" Max yelped, being startled out of his thoughts as he rapidly looked around, "Now what?!"

He quickly ducked under something just as it blurred by, bouncing off the wall as it zoomed around the area. He watched as the object bounced around and then accidentally out another window. Max flinched as he heard car horns honking, and tires screeching implying it went into traffic.

Max walked out as he looked out the broken window. "Oh...this does not bode well…"

* * *

"Come on new guy! Have something for me!" Shock Rock complained as he clashed his energy beam with Elementor's fire.

"**Pathetic little Fulmini Tirones!" **

"Tire what?!" Shock Rock grunted as he was blasted back.

"It's a rank in roman military, Babe." Makoto explained.

"Is it good...or?"

"It means trainee…" Makoto cringed.

"Oh...wait. Trainee?!"

"I guess...you have a lot to learn…" Makoto chuckled before closing her eyes as Elementor punched Shock Rock slamming him into a wall next to her, "You okay?"

"Just my pride...and I think whatever counts as my kidneys in this form." he groaned, "How'd you know all that roman military stuff?"

"Military academy." she reminded.

"Oh...that makes sense…"

"Yeah...also dodge!"

"D-woah!" Shock rock yelped as he and Makoto dodged another fireball.

"**To think your race used to be the galaxies greatest conquerors...now nothing but a fumbling little Tirones is all your race has left." **Elementor scoffed.

"Another endangered race?" Shock Rock asked mostly to himself, "Max's Turbo energy must have woke up this alien…"

"**How ironic...a Fulmini...protecting his own natural enemy…"**

"Enemy?" Makoto repeated.

"The heck does that mean, coal face?" Shock Rock asked.

**"Hehehe...why...your own races killed one another in eons of war. The Fulmini wanted the Tachyon race for their energy, not knowing their own gluttony...they choked on the power they craved. You're nothing more than a predator to that boy...but...sad to say, he's my prey, so...I need to get rid of the competition." **he raised his arms as he formed massive orbs of fire, which began growing as if charging up.

"...Oh I think he's pulling a Frieza…" Makoto whispered with wide eyes, "Beeen…!"

"I'm thinking but...uh…" he tapped the Omnitrix, only to get a failure message, "Uh-oh...stuck in this form!"

"...ahh chestnuts…" Makoto whispered, her ears and tail drooping.

"**BURN!"** Elementor launched both blasts of fire at them. He chuckled as a huge explosion went off only to growl as the smoke began to fade.

"Are we dead?" Makoto asked as a blue energy shield covered them, the source...being Shock Rock, "You can make energy constructs!?"

"I can...I can!" Shock Rock laughed, "Oh I wonder what else I c-"

"No time to ponder! Fight time now!" Makoto shouted.

"Ahh right!" Shock Rock yelped as his shield blocked another fireball from Elementor, "Come on brain...don't fail me now…" he held his arm up as he focused the blue energy till he formed what looked like a giant boomerang he tossed through his forcefield.

Elementor blinked as he ducked to the side letting it fly past him. Shock Rock stood there with a blank expression along with Makoto. Elementor laughed as he formed another fireball, only to cry when the Boomerang came back and slammed into his back launching him flying forward into the barrier.

"I...did...can I take credit for that one?" Shock Rock asked honestly.

"Well I mean...it was a boomerang…" Makoto muttered unsure herself.

"Yeah…I'll take the win."

"**Grrr…"**

"Right...still haven't won…" he gulped as Elementor glared down at them, "Uh...I'm open to ideas, Babe…"

"Uh...uh...giant hammer?" Makoto suggested.

"**GRAAAH!"**

"Hammer time!" he panicked cupping his hands as he formed a giant sledge hammer of energy, he swung and struck Elementor, knocking him away, "...did it work?"

"**I WILL INCINERATE YOUR ASHES!"**

"Nope! Just made him mad!" Makoto yelped.

"I wish I had time to practice this guy!" Shock Rock complained as he formed a large riot shield to protect him and Makoto from a stream of fire, "I am getting the hang of it though…"

"Yeah, and we have a massive fire demon monster hunting us down!" Makoto argued, "Seriously some back-up would be good about now!"

"They should focus on Max…"

"I know...but I'm sweating like crazy!" Makoto complained, "On the bright side, think I shaved off a dress size by now…"

"AH!" Max's voice cried, making everyone pause for a second.

"**What was…"** at that, the wall next to Elementor exploded in a bright blue flash sending him crashing through a building across the street.

"Thank you...universe?" Shock Rock arched a stone eyebrow as he looked at Makoto who shrugged in equal confusion.

"OH! I'm all blue!" Max spoke running out, literally glowing pure blue as his energy formed looping rings around him like a planet's magnetic barrier.

"Max?!" Shock Rock and Maakoto exclaimed.

"I think that I'm going critical!" he exclaimed, "Ben, you have to get me out of the city!"

"I...I can't...I'm stuck as this guy!" he explained, "May...maybe I can absorb some of it!" he declared.

"Wait, Ben! What if it affects the Omnitrix i-" Makoto began.

"It's the watch...or the town," he countered.

"...Just be safe," Makoto said, worry heavy in her voice.

Shock Rock rushed forward as he held his hands out and began to absorb the aura of energy around Max. Both grunted as Shock Rock took in as much as he could, but...Max just kept producing more and more. Shock Rock grunted, falling to one knee, as he was glowing brighter now; but the energy was sparking off his body in a painful manner. After a few moments, Shock Rock was sent rocketing back and slamming into a wall, a bright green flash signaling his change as Ben was left stuck face first to the wall.

"I...I didn't have it…" he groaned, slowly falling back.

"Ah man!" Max complained, "Okay...maybe I can run out of the city!" he spoke as he moved to run only to trip as the energy empowered his leg to the point he broke the road under his feet, "Oh come on!"

"...Oh this is not good…" Makoto whispered, holding her head a bit, "Come on, Makoto...Think think think…!"

"**I am going to bake you alive!"** Elementor roared, getting back up.

"Oh crap…" Makoto and Max spoke.

"...baskets…" Ben finished before falling over again, "I taste light…"

Before Elementor could move to attack, the white sphere from before slammed into him, sending him flying away. It then aimed at Max and flew at him before bursting open. Everyone cringed as multiple pieces of the container now floated around him...and began absorbing the energy.

=Human...you are about to overload= a voice spoke as a small little robot floated in front of Max.

It was small and mostly white. Its center was rounded like a sphere, with a glowing blue eye that pulsed as he spoke. He also had two long mechanical arms ending in points.

"...N-no kidding!" Max exclaimed, "Wait...what even are you?!"

=Not important. If you're agreeable, my matrix can halt your Turbo detonation= the Robot spoke, floating around him before stopping in front of his face =And I can protect you from threats that come after you= he added =And I...will not shut down and quite possibly die…= he muttered.

"So...you can save me from going boom...and protect me from the burning freak?"

=Did I not just say that? Have humans evolved a new form of English? Hello? Do you understand English?= the machine asked floating around him.

"No no…" Max spoke quickly, worried the robot would leave, "What do I gotta do?"

=Just sit back, and leave it all to N'Barro Aksteel X377= he cheered.

"N'Bagel echa who?" Max and Makoto asked, the latter able to overhear it all at the moment.

=Heh...you can just call me Steel= he sighed as if disappointed no one could say his name =But enough dilly dally. Do you want my help or not?=

"Th-this is crazy…" Max sighed.

=Crazy? You ain't seen nothing yet!= Steel smirked as he turned around and faced his back to Max's and floated in front of his chest before stiffening and bending his arms till he himself took on an 'M' shape and slammed into Max's chest.

At that the Blue energy and the bits of metal around Max began flashing, links formed around all of it, the energy becoming a liquid like energy, spreading around faster and faster, until it began taking on a more solid form. Suddenly it all collapsed and bonded to Max in a bright flash.

"?!" Makoto tensed as she shielded her eyes from the flash.

"Ugh...jeez…" Ben groaned as he managed to pull himself out, "Who turned on the lights…?"

They looked up as the light faded. Max was now covered in a suit. It was a white and black suit of armor, his arms and legs were covered in white armor plating that formed around his muscles, and exposing bits of the black suit, blue lines shone on the inside of his arms and went down to his palms. His legs had the same pattern, as shone on both hips, the section around his knees, behind his legs and the soles of his armored shoes. His torso was mostly black padding anr armor, with his back glowing blue and two blue pads in the sides of his ribs, his upper chest was covered in a harness of white armor which melded with the chest piece were an orange design formed an M of segmented blue pieces. His face hidden behind a white helmet which had a black section at the top of his helmet, and a black mask, with a blue visor which angled with the shape of the helmet with two more smaller blue sections making an M shape from the front.

"Woah! What the…?!" Max exclaimed as he looked himself over, "What is...woah...this power...hey. I don't feel like I'm gonna explode!"

=Well of course= Steel spoke, startling Max for a moment =I'm making sure to keep your powers in check=

"Are...you in my head?" Max asked, looking around.

=Technically yes, but I could project my voice outward if that makes you feel more comfortable=

"I'd feel less crazy."

=Then outward it is then= Stell replied =But now I think it's time to help the boy with the transforming watch and his demi-human mate=

"What d-?! ...Wait...he just called me a demi-human…." Makoto blinked a bit, earning a look from Ben, "That's what Beastkin used to be called before we were labeled with that name."

"The what with the what now?" Max asked in a confused tone, his mind unable to process new information at the moment.

=Ahem! Giant fire monster?= Steel reminded.

"AH!" Max remembered as he jumped back from a fireball from Elementor.

"**You...are coming...**_**with me**_**!"** the fire-made being snapped, his flames flaring up.

"Can we take him?" Max looked down at Steel.

=Hmm...insufficient data…= he replied.

"Look out!" Max spoke as he jumped in the path of a fireball for Makoto and Ben, "Hey, that...and I'm on fire!" he looked down at his legs, "It doesn't hurt...but I'm still panicked."

"Wait...you're Fireproof?" Makoto blinked as she grabbed Ben and moved back.

"I guess so…" Max spoke patting the fire out.

=No time for pleasantries. What is your designation, human?=

"Huh...Maxwell McGrath…" Max introduced himself, "But Max is fine."

=Very well, Maxwell. I am a Techno-organic X-3-77 Omega Class Parasitic Ultralink Warrior...=

"Uh...can you help us in any way?" Max asked, not understanding that either.

=Oh boy…= Steel sighed =Yes, I can help you, so just do as I say. First, pick up the female with the tail like that of the _Syntheosciurus brochus_ only overly fluffed and the scrawny one who seems to be her mate=

"Uh rude…" Makoto replied.

"I ain't scrawny," Ben added.

At that, Max's arm began flexing, Max shaking his head implying he was not doing that before Steel spoke =Hmm...well your scrawny compared to this human specimen…=

"I work out on occasion...and I'm not in agreement with this usage of my body!" Max declared.

=Do you want to survive or not, Maxwell?=

"I guess this is a thing..." Max sighed as he picked up Ben and Makoto, "Now what?"

=Simple: this suit allows you to use your body's full power enhanced by your Turbo energy...so...Run!=

"What?!" they all asked.

=We haven't time for combat protocol training, so escape is the best action!=

"...Screw it. I'll take it," Max muttered before he dashed off in a blur, the sound of Ben yelling and a surprised yet excited Makoto whooping filling the air.

"**GRAGH! GET BACK HERE!"** Elementor snapped.

* * *

"Whoa!" Max grunted skidding to a stop, dropping Ben and Makoto in the process, finding himself out in the middle of the desert after all his running, "What?! I mean...I can run fast but…"

=While we are Ultra Linked, all your abilities are enhanced, and with your Turbo energy, you are stronger and faster then any normal human, or enhanced human, like the girl with the overly fluffed tail=

"WHOO!" Makoto whooped as she shot up, her hair and the fur on her tail blown black a bit, "Let's go again!"

"Okay...first...what the heck happened?!" Ben spoke standing up, his hair also blown back.

"I don't know...this little robot dude like...stuck to me...and now I'm...this." Max spoke up as he looked at his armored hands, "And...I don't feel like I'm going to explode anymore. Heck...I feel great."

"...st-still...thanks for helping us back there, man," Ben said as he began fixing his hair.

"And second….you totally look like a toku hero!" Makoto exclaimed, currently brushing her tail to get it back to its normal fluff, "...Ben, please tell me you've figured out how to make armor from your Omnitrix."

"Nope…" he sighed.

=So that's what the Galvan device on his wrist was= Steel spoke =I thought it looked too nice to be on Earth=

"Well, you're just rude, aren't you?" Max sighed.

=I'm stuck on Earth...the backwater of the galaxy...full of idiots…= he lingered on Ben for a long while.

"...what?...What?!" Ben shouted before it dawned on him, "...hey~!"

=And...unexpected things…= He looked at Makoto.

"Rude…" she pouted.

=The only reason I'm even working...is cause someone on this rock produces Turbo Energy, which my Matrix needs to function=

"Wait so what...I'm stuck with you?" Max asked.

=No Maxwell...I'm stuck with you…= Steel sighed =Not my first pick to be Ultra Linked to a teenager, but at the very least...I could have been stuck with a worse specimen of the species…=

"...not sure if that was a compliment or an insult to my entire race," Max muttered

"I've never been more glad my Omnitrix doesn't talk…" Ben spoke to Makoto.

"Agreed…" Makoto nodded

"So can I take this suit off?" Max asked.

=No=

"What do you mean no?!"

=We are Linked, meaning we are now a symbiotic pair. You feed me Turbo energy to stay alive, and in that process, you no longer risk going critical and blowing up a chunk of the earth= Steel explained, =This armor is how Ultra Links work, we bond to another life form, item, object or phenomenon, enhancing them, turning them into a body for us. Since your Turbo energy is so strong, I become part of you, forming this enhancement suit, you remain sentient due to that energy=

"Wh-?! How am I gonna walk around school with this thing on?!" Max shouted, "I look like something out of a Kamen Rider or Super Sentai show!"

=No clue what that is…sound like a stupid human thing=

"You take that back!" Makoto shouted.

=I refuse=

"You are a very annoying alien…" she grumbled.

"So...what I'm stuck as an armored superhero dude for the rest of my life...how...how do I pee in this thing?!" Max complained as he tapped at the chest plate before Steel popped off in his little drone form, leaving an empty connector section, "How do I eat!?" at that his helmet lit up and deconstructed itself to reveal his face, "Wait...did I just do that?" he asked.

=Oh boy you humans sure are dumb aren't ya? The males of the species more so=

"It's not...inaccurate…" Makoto shrugged, earning a deadpanned look from Ben.

=Incase it's not clear the armor...is a reactive thing= he spoke in small words to be condescending, dumbing it down for them to save time =You want it to shrink down and hide within you, sure fine, that's camouflage mode, but you need me to pull it out when need be. At most...you can take the helmet off on command=

"You could have just said so…" Max grumbled.

=I was trying to...but the peanut gallery kept interrupting=

"...oh he better not be referring to us," Ben and Makoto muttered.

=Is there anyone else here to constantly cut me off?= Steel looked at them.

"Ugh…" Max groaned sitting down, "I think I hate you…"

=This is no time for rest= Steel spoke as he lifted his arms up, making Max's own arms raise up and pull him to his feet against his will, he then formed multiple holographic screens showing vitals on Max =Running a complete diagnosis on core Matrix functionality= he began moving his arms around as Ben and Makoto jumped back as Max's body moved around like a puppet, first doing a handstand on one hand, then one finger before flipping up and landing in a pose with his arm held up, making him stand at attention, before making him balance on the tip of his toes like a ballet dancer...before just making Max jump over them and land face first in the dirt and sand, =Everything seems normal…=

"What is wrong with you?!" Ben snapped as Makoto helped Max up.

=I don't see the problem, he's very healthy, has a strong physically fit body, very limber, and has super powers, yet something feels off with his Turbo energy production, it's inconsistent= he explained, =The link is stable, energy feedback is normal, functions and internal systems working at optimal conditions, except...I damaged my memory core= he tapped his own head a few times =Rather bothersome….if only there was someone competent to speak with here…=

"..." Ben and Makoto shot a look at one another before a grin grew on their face, "...We know someone."

=Oh? = Steel then flinched when Max grabbed him.

"Okay listen here Robot McSpace pants, nobody turns Maxwell McGrath into a puppet!" he complained as his eyes were glowing blue and radiating energy like mist.

The energy surged up his hand and into Steel who began glowing like Max did before bonding with him. His eye bugged out as he sparked a bit, changing from exclamation points to emoji's of concern.

"Hey...what are you doing?" Max asked in concern.

=I'm not doing it! Your Turbo energy is overloading my energy dampeners!= Steel explained.

"Well make it stop!" Max complained.

=Detonation in 3!=

"No! No! Stop counting!"

=2!=

"What should I do!?" Max asked.

=Throw me!=

"What?!"

=1! Throw me now!=

Max swung his hand and tossed Steel like a boomerang which flew through the sky before hitting a rock formation. Upon impact a huge explosion shattered the rock causing a short rockslide. Everyone blinked a few times before Steel landed on the ground with a grown, before crying out in pain as a boulder fell on him.

=Ow...I do not enjoy pain…= Steel groaned =...Some assistance please…?=

"Sorry bout that, you okay buddy?" Max asked as he lifted the boulder and tossed it away.

=No… I feel like what you Earthlings call a crushed can…= Steel groaned, =Well, apparently Maxwell, we make a painfully explosive combination= he sparked and fell down, only for Max to catch him.

"That was pretty awesome though," Max smiled looking at the damage they caused to the rock formation, "I wonder what else I...we...us could do…" he rambled as Steel floated back up on his own, "Ben did say I could maybe be a Hero from this."

"I did...and I admit...I am jealous of the cool suit." Ben admitted.

"We could give ya a crash course in hero 101," Makoto added.

"Really?"

"Yup. Funny enough...my girlfriend here is technically from a bad future, and first week? She's proved herself as a hero...and months after the Incursean invasion? She and her friends gained their own fanclub," Ben stated.

"Y-wait…" Makoto blinked at that last part, "...We have a fanclub?"

"How do you not know?" Ben asked.

"I've been busy with the girls when I'm not with you!" Makoto argued.

"Oh...well I only saw the name of a fansite for Team Remix Heart...and saw a video of all five of you girls and Jenny fighting back against the Incurseans," Ben answered.

=Are all human mating couples this taxing to keep up with?= Steel asked.

"Only the good ones." Max smiled to Steel.

=Well, lets hope our partnership is much more professional. With my technological acumen, and your Turbo power, we'll make a great deal change to this world=

"Well alright then," Max smiled, "If I'm gonna be a Superhero, I need some kinda catchphrase thing to say…"

=Is that really necessary?= Steel sighed.

"Well yeah. All the best Hero's have 'em."

=From my search of the internet...this one just shouts 'Hero time'= he pointed to Ben.

"Why does everyone bring that up!?" Ben changed the subject.

"Because it sounds like something a Saturday morning cartoon hero would say?" Makoto teased.

"Babe please don't start…"

"You know how I be…"

"...hmm...maybe Going Turbo?" Max suggested.

=I feel this Disney company would sue us if we did sometime in the future…= Steel countered

"Shoot...it's Turbo Time?" Makoto suggested.

=Used by a Arnold Schwarzenegger in what is called a Christmas moved titled Jingle All the Way=

"Dang it…"

"Alright...keep it simple," Max smiled, "Steel...Go Turbo!" he shouted as Steel stiffened into the M shape and slammed onto Max's chest plate making his armor glow.

"...I like it," Ben noted, "Pretty original."

=Ugh...humans…= Steel groaned.

"Like it or not, you're stuck with us, Steely," Makoto grinned, "But enough talk. Let's meet back with Tsubaki and the others b-"

"There they are!" Kajun's voice shouted.

"...speaking of one of the others…" Ben noted as they noticed Tsubaki and the others running into the area.

"Bout time!" Makoto shouted, "We got chased by a fire monster! And Ben was stuck as a new alien he has no idea how to control!"

"I was learning!" Ben argued.

"Well you suddenly vanished and...what happened?" Tsubaki asked, noticing Max.

"Hi!" Max chuckled awkwardly, "I'm...I'm wearing an alien…"

=Poke me...and I zap you= Steel warned.

"...but...I...I never…" Kajun whispered, dropping a few tools she was carrying as she had a look of disbelief on her face, "I never….got to make it…"

=Please, I am a Techno-organic X-3-77 Omega Class Parasitic Ultralink Warrior, you can't make anything better then Moi~= Steel spoke earning a look from Max, =I am learning your Earth languages...you speak a stupid amount of them...why do you still teach Esparanto...it's a dead language...but an amazingly well made one…"

"I mean...Max still leaks a lot of energy, Kajun." Makoto spoke, "And he needs help to even touch tech…"

"If you can help me use a phone again...I would literally owe you my life…" Max chuckled.

"..." a gleam appeared in Kajun's eye as she picked her tools back up, "Very well, I accept that challenge. And worry not...I'll make sure you can do all sorts of things again by the time I'm done and the science...oh the _science~"_

=I don't feel safe= Steel spoke up as Max smacked him.

"Hey she's offering me my life back, I'm willing to put up with a little crazy if it means I can watch epic video game fail on my phone again." Max chuckled, "'Sides...I am wearing an alien...can't get weirder."

"Enough talk. This way, Maxwell," Kajun spoke as she began to push him away.

"Whoa...pushy...shouldn't you buy me coffee first?" Max joked.

"Don't Noel…" Tsubaki sighed.

"Mmmm…" Noel pouted, putting down her book, "...oh! Robo-"

"He's hanging out with Moshimo for the week before we left," Makoto stated.

"Poo…"

"I miss him too…" Makoto, Mai and Tsubaki sighed.

"What was this about a Fire Monster?" Rook asked.

"AH!" Ben remembered, "Right Fire guy...he's still looking for Max!"

"We shall hide him in the lab!" Kajun countered, still pushing Max.

"I can walk just fine...heck I could get there faster…" Max spoke.

"Then take me and let me lead you there to assist you!" Kajun shouted.

"Kajun really wants to work on this…." Mai noted.

"Mmm...resist urge...for...saucy joke…" Makoto bit her knuckle.

"Oh get your mind out of the gutter, Makoto," Kajun spoke, hopping into Max's arms, "Besides, I don't have time for romance...not when there's work to be done."

"Well this is happening. Lead the way science girl!" Max chuckled as his helmet formed.

=I still don't feel safe around this human!= Steel complained as they ran off.

"I'll get the Proto-TRUK…" rook sighed.

"And I'll contact Magister Tennyson to inform him what's happening," Tsubaki added.

* * *

_SZ: Well this is an interesting start to the arc._

_Z0: More action to come, oh so much more action!_

_SZ: Eeyup..and more comedy...but defs more action. And before you complain about how many series are crossing over with this, it's still a Ben 10/Blazblue fic guys. It's just...well...shall we explain or wait for a certain 'trial' chapter/episode to explain?_

_Z0: I ain't gonna explain it to 'em, if anyone has a complaint, tell it to the website for not having a tag for what we are trying to do here. _

_SZ: Hai...so hope you all leave a review and enjoy the chapter folks!_


	48. Time to Go Turbo Pt 2

_GT: *walks in* Uh, guys? I think we broke Kajun with the last chapter. Fixit just wheeled by, wheeling Kajun in a straightjacket to the set._

_Z0: This arc was my idea so...My B! Ahahaha...hahaha...ha…_

_SZ:...Yeah…_

_GT: We're gonna get billed by Mewtwo for being a psychiatrist yet again. At least he likes to be paid in Pokeblocks, Poffins, and Curry._

_Z0: Our psychiatrist is a Pokemon...and you wonder why I'm insane. *looks at readers* _

_SZ: Ahem! Anyways, we got another chapter do to for this arc of ours...and we got a guest joining us for this as well hopefully._

_GT: Depending on computer and internet issues. But everyone has that trouble every now and then. So, anyway..._

_Offscreen: *screams of panic*_

_GT: ...She escaped, didn't she? *sees SZ and Z0 nod* ...She's behind me, isn't she? *sees them nod again* ...Bugger. *Screams and flees from a crazed Kajun Faycott* I DIDN'T MAKE YA SNAP! THAT WAS Z0! ALL HIM!_

_SZ: 0-0...uh...we own nothing aside from original content_

_GT: WHOOPWHOOPWHOOPWHOOPOOPOOP! *jumps at the screen, breaking it*_

_Z0: *as just a voice* I love these guys_

* * *

"And you're sure it said Elementor?" Forge asked Ben and Makoto.

"Yeah...he shouted it as he tried to bake us alive." Ben spoke.

"He nearly burnt my tail a few times too," Makoto added, hugging said tail.

"I was concerned that thing would pop up…" Forge sighed.

"You know what that was?" Ben asked.

"Yeah," Forge replied, "A very dangerous techno-organic being. Do you remember the news talking about how a massive wildfire that was covering well over several thousand acres of land just up and vanished around ten or so years back?"

"Yeah," Ben replied, "Grandpa Max always felt it was unusual."

"...You're kidding me," Makoto realized.

"What?" Ben asked.

"What your girlfriend's realized is that Elementor _is_ that wildfire contained in a living form," Forge filled Ben in, "He's part of a very dangerous race of aliens that can bond and enhance anything they bond to, including non-living things such as stuffed animals, elements on the periodic table, and even the very elements in nature."

"Wait...you mean...an Ultralink?" Ben asked.

"Steel?" Forge sighed.

"Yeah," both nodded.

"Steel and Max's dad used to be a team. But...we thought he died with Jim…" he sighed rubbing his chin, "Honestly, a part of me is kinda relieved...because Steel is the only person who could truly save Max without fail."

"Far as we know…" Makoto added, "I still have faith in my best nerdy friend."

"There is something else," Ben noted, "When I turned into Shock Rock, that Elementor guy called me a 'Fulmini.' What are they exactly?"

"!? A Fulmini?!" Forge exclaimed before facepalming, "Of course there'd be a Fulmini sample in that watch…" he looked at the two, "Alright, the alien race Max's dad comes from? They're living energy supplies basically. Always generating energy which is why he needed Steel. But that energy generating? Well...That just attracted a ton of problems, especially with one race that is on the verge of extinction now: the Fulmini. They were a race of warmongers always out to conquer and steal the energy of entire planets in order to fuel their homeworld because they actually drained all the energy of their planet. They could absorb energy through their bodies and create constructs and empower machines because they were, essentially, energy beings as well. But if they tried to take in too much juice..."

"Boom?" Makoto guessed.

"Exactly," Forge replied with a nod, "When they learned about the race Max's dad came from? Well...let's just say that the end results were not pretty at all. When Plumbers arrived, only a few dozen Fulmini were left alive and the only one we could find of the other was Jim." he looked at Ben, "That form is extremely dangerous, Ben. Use it with caution _if _you ever need it."

"I can tell it's powerful…" he admitted, "I hope I won't need to use it too much." he promised as the Omnitrix sparked slightly without anyone noticing, the green turning blue for just a moment.

* * *

=You stay away from me, Earth female!= Steel snapped, flying around.

"You get back here and let me study you!" Kajun shouted as she chased after him.

"At least Steel turned on the Turbo Dampening Protocols," Fixit noted, hiding behind an upturned table with a lanky Latino teen with messy black hair wearing a labcoat with the sleeves torn off over a suit of Proto-Armor.

"At least we don't have to worry about that...for now…" the man sighed as he muttered in Spanish to himself.

"Okay...guys...guys…" Max sighed as he watched this go on between Mai and Noel. He held his hands out and grabbed Kajun and put her down to stand next to him before he jumped and caught Stele mid-flight, "Focus...the 'me' problem?" he reminded, "Steel's issues can be handled later."

=Rude…=

"Hey, you just got life back. I want to be able to text without my phone turning into a grenade," Max argued.

"...Ahem. R-right...I apologize," Kajun whispered, gblushing lightly in embarrassment as she took a deep breath, "Okay...let's get back to working on your problem, Maxwell."

"Really Max is just fine, I only ever use my full name to make a point." Max chuckled.

=Yeah, while you do that, I'm gonna talk with these two on what I've missed out on in the last decade or so since, even with my memory damaged, I know fully well that Cybertronians did not like Organics or Technoorganics and certainly wouldn't join the Plumbers= Steel noted.

"That is a now outdated stereotype," Fixit explained, "We've long since gotten over it. Well...ehem...most of us."

=Hmm?=

"Their current leader, Sentinel Magnus, is a bit of a speciesist...IE if it's not Cybertronian or robotic in some way, it's a lesser life-form or a menace to them," Mai explained, "And that Techno-Organics are to be terminated immediately."

"He's a real jerk," Noel admitted, "A lot of Cybertronians that are living on Earth moved here just to get away from him."

"Yeesh…" Max muttered, "Sounds almost as bad as Steel."

=Hahahaha...I'm not speciesist...I just know I am of a superior type and...oh wait...= he blinked =I walked right into that…=

"Yes...yes you did," Max crossed his arms.

"Be glad you didn't meet Will Harangue," Mai stated.

=What is a Harangue?=

"Real nasty ex-news reporter that hated Ben and any other teen with superpowers and beings from other worlds," Mai explained, "He even teamed up with the incurseans so he could make sure everyone followed his mindset...Which really bit him in the behind once the Incurseans were chased off Earth."

"And my mom asks why I refuse to watch the news," Max joked, lightening the mood.

"Right...well, I suppose we should get to work." Kajun agreed with the sentiment of changing the mood.

"Do I need to do anything sciency?" Max asked.

"Not really…" Kajun replied.

"Lead the way," Max held his arm out for her to go first.

"Thank you, my good sir," Kajun nodded, "...Noel, don't even think about it."

"Mmm…." Noel pouted.

"Like I said, I don't have time for things like romance like Ben and Makoto," Kajun stated as she walked off as Max followed with a chuckle and a shrug.

"Ouch…" the teen muttered.

"I believe the term is 'crash and burn,' Roberto," Fixit noted, patting his shoulder.

=I sense no smoke or heat…= Steel replied, confused.

"It's a saying, and I think it's more...well Kajun has some high standards…" Mai explained, "That and...well honestly back at the academy, she barely...well actually...she didn't date anyone."

"Wait. So….she's never had a boyfriend before?" Roberto asked.

"Nope," Mai replied.

"This...is honestly the most time she's spent with a boy who's not just a friend," Noel added.

=Should I be concerned for my symbiotic partner?= Steel asked, his eye becoming a question mark.

"On getting a date from her? No," Mai replied, "Vivisection or being covered in lines from a black marker...eh…" she shrugged with an unsure look on her face.

=She can try...but she'll never break that suit=

* * *

=What do you mean we lost the TURBO Energy signature?!= Dredd snapped.

"Well, I-I-I don't know, sir. It just vanished. Shall we resume our initial plan?"

=_NO!_= Dredd snapped, making Naught nearly fall out of his chair =You will find me that energy or you will find yourself _terminally unemployed_!=

"Well alright then…" Naught gulped as the communication ended before he turned the chair around to see Forever fixing one of the devices he kept on him, "Might I ask why you retreated when Ben Tennyson turned into that unusual form?"

"He took on the form of a race known as the Fulmini," Forever replied, "An alien life form so dangerous that an entire other alien race became near-extinct to put them on the cusp of extinction themselves. They drain planets dry of _all_ the energy in them and on them to act as energy for their planet, Fulmas, and their machinery."

"Such a thing exists?"

"With how massive a universe it is, it shouldn't be that surprising," Forever replied, putting the welding torch back in its place, "The Fulmini were conquerors and their ruler, the High Override, feared none. Rumors have it that he laughed at Vilgax and destroyed his fleet that he had when he attempted to conquer their planet with just one snap of his fingers."

"Hoo boy…W-Well...At least they're almost extinct now, right?"

"Hmph. Never settle for almost extinct when it comes to creatures like Fulmini," Forever scoffed as he walked away, "Thanks for the tools. As thanks, Red Knight will guard your tower for the night."

"Thanks. At least a ninja won't talk down to me…" he sighed.

* * *

"Okay, Test number 46," Kajun noted as Fixit, wearing a WWII-themed military helmet, picked up a silver and blue phone with a pair of tongs and held it towards Max.

"Uh...Kajun...not to question your methods...but why is the Robot guy handing me stuff?" Max pointed out, "No offense, Fixit...but I mean...I'm trying to make a point."

"No offense taken. Cybertronians can't be easily overloaded by TURBO Energy since we can convert it into Energon," Fixit replied, "Though exploding phones still are frightening."

"Alright...starting the test," Max spoke while taking the phone, "Take cover, Fixit!"

Fixit screamed as he sped away behind the upturned table Roberto and Kajun were behind. Max took in a deep breath before turning the phone on. For several moments, everyone was expecting an explosion.

"...No explosion…" Kajun whispered "...Fixit, Roberto, status report.".

"Checking," Fixit replied, a holographic screen popping up before them that they tapped away on.

"Looks like the small venting system put into it is working," Roberto noted.

"Try something with it, Max," Fixit suggested.

"Okay," Max smiled, "Ah...Uncle Forge! What's the WiFi password!?" he shouted.

"WHY?" he shouted from far down the halls.

"Reasons!" Max replied.

"Ask Roberto!" Forge called out.

"Roberto, what's the WiFi Password?!"

"It's a long one due to us having to change all the passwords thanks to that hacking incident with that crazy girl and those insane old men in Japan," Roberto replied before inhaling deeply, "A-R-l-o-P-I-I-E-E-E-underscore-exclamation point…"

Max barely kept up with the long string of numbers and symbols needed for the password. It took well over ten minutes for the password to be written, yet Max barely managed it.

"That _was_ quite a long password," Kajun noted.

"Roberto was the one who suggested it," Fixit stated, "Roberto filtered it through several dozen different languages both on Earth and on different planets in order to make sure it would be difficult to hack."

"Hmm...It's quite a good code to prevent anymore hacking," Kajun noted with a nod.

"Okay...I've been at this for like ten minutes...pretty sure it's not blowing up anytime soon," Max spoke.

"Phew. Success," Roberto sighed in relief.

"One thing secured," Kajun spoke.

=Yes now you can waste time watching videos of people falling off stuff, hurting themselves, and cats playing the piano= Steel sighed =Wouldn't it be better to make weapons we can use to protect ourselves?=

"..." the two males of the trio shared looks.

"I knew we were forgetting something," Fixit muttered.

"At least they have a way to contact someone now," Roberto noted.

"Uh, Steel?" Max noted.

=What?=

***SNAP***

"I think you asked the wrong question," Max noted as Roberto and Fixit backed away from the twitching Kajun and her broken tablet.

"We just spent three hours working on a way to let you keep a cover as a 'normal' teenager…" Kajun spoke, eerily calm with a twitchy eye, "And you want us to make you weapons? Eh-heh...eh-heh-heh..."

=What's wrong with weapons?= Steel asked =We're the universe's number one commodity now! Bounty hunters, overlords, all of them will come for the TURBO power in Max=

"I don't think she can hear you," Max noted, slowly backing away as Kajun continued her laughing.

"Oh Steel~" Kajun spoke in a far too sweet voice...before she suddenly had several screwdrivers and a drill in hand, "COME HERE AND LET ME STUDY YOU FOR THOSE WEAPONS I'LL MAKE FROM YOUR CARCASS!"

=OH SUGAR HONEY ICED TEA!= Steel screamed, flying away.

"Hey whoa! Whoa!" Max spoke, grabbing Kajun, "No! No! I need that little maniac to live!" he reminded, "Huh...right...super strength...no wonder you're like crazy light…" he laughed, lifting her up.

"RELEASE ME AT ONCE!" Kajun snapped, kicking and waving her arms to try to get out of his grip before whistling sharply, "CYTRO, GET THAT ROBOT FOR DISSECTION!"

"The...heck...is...a...Cytro…?" Max spoke slowly as a large white and green robot marched out, its left arm a blaster.

"Hey...that's my Robot…" Roberto complained as the robot ran after Steel, "...Wait a second...You upgraded him to vocal commands? Oh, that is so cool!"

"Berto!" Max complained, "Now is not the time!" he grunted, reforming his helmet after Kajun smacked him upside the head once, "Ah! Hey! Easy with the monkey wr-where did she get a monkey wrench?"

"It seems she's suffered a mental break," Fixit noted.

"Ugh...Berto, Fixit...think you can handle the giant robot?" he sighed.

"Maybe…" both of them replied in unison.

=HELP! I DON'T WANT TO BE TURNED INTO SCRAP METAL FOR WEAPONS!= Steel freaked =I WANT TO POWER THE WEAPONS, NOT BE THE WEAPONS!=

"I'm taking her...to the people who know what to do with her." Max spoke, "Makoto! She snapped!" he shouted, leaving the lab, "And she keeps hitting me with tools she didn't have before I grabbed her!"

"...Fixit, just what did she do to CYTRO?" Roberto asked.

"Um, from what I was able to see, she added vocal commands, a semi-evolving AI with multiple limiters to prevent it from going the way of the Marvel Comics' Ultron, some Proto-Tool attachments, and...a coffee dispenser," Fixit listed.

=Macchiato?= CYTRO asked as his chest opened.

"..."

"...You are more interested in her now, aren't you?" Fixit deadpanned.

"Si," Roberto replied, making Fixit facepalm as CYTRO rammed through a wall that Steel had been before and barely dodged the bigger robot.

* * *

"So she's been like this for ten minutes?" Makoto asked as Max found her and Ben in the cafeteria.

"And she's already beaned me on the head with a monkey wrench, a hammer, a clipboard...well...several clipboards of different shapes and colors, a sledgehammer and how she lifted that I have no clue, and a tuning fork," Max replied.

"Oh this is _that_ bad…" Makoto spoke with a cringe while standing up, "She pulled out the tuning fork…" she sighed, "Put her down."

"I don't think that's safe," Max replied.

"No worries. I got it," Makoto replied.

"I am...not feeling safe," Ben spoke as he slid under the table.

"Like I said: I got this," Makoto assured.

"Okay…" Max shrugged as he put Kajun down...then blinked as Makoto pinched her neck, making her pass out and fall over face first to the floor.

"Zzzz…" Kajun softly snored, barely anyone able to hear it.

"When she gets too stressed, she snaps and needs to be knocked out so she'll go back to normal," Makoto explained, "So...What was the tipping point?"

"Steel asked for some weapons after we just got a phone working for me," Max replied, holding up said phone, revealing the armor had already built a sort of slot in it for him to store it in.

"...Imma booting him."

"Makoto, down," Ben spoke, quickly coming out to wrap his arms around her from behind, "Max needs Steel to not blow up."

"...Imma thinking it," Makoto muttered.

"I don't blame you...OH!" Max suddenly shouted, spooking them, "I left Steel, Berto, and Fixit with the crazy robot she upgraded! I gotta save them!" he shouted, running off as his helmet reformed.

"...We stink at keeping watch on Kajun," Ben noted.

"Eeyup," Makoto agreed.

"What did you do?" Tsubaki asked, walking in and seeing Kajun on the floor.

"She got overstressed and went Mad Scientist Mode," Makoto replied.

"Okay, you're forgiven," Tsubaki immediately replied with a shudder.

"AH! I was not prepared to fight a robot!" Max shouted as he and CYTRO tumbled down the hall, wrestling with one another.

"...Okay, I better settle this then," Ben sighed as he turned on the Omnitrix and selected FourArms before pushing down, not seeing the green turn cyan.

In a cyan flash of light, Ben was replaced with FourArms...yet his body was different. The center of his chest sported a stone-like armor with the Omnitrix emblem in the center while his upper arms were now made of plasma-like energy. His shoulders were covered in bulky stone-made guards with green moss growing on the tops while his lower arms were made of the same stone with two fists made of plasma-like energy on each arm. His head was also made of the stone now with the moss making his mustache/goatee pattern.

"What the heck?" FourArms pondered, looking at his fists, "This is new."

"May need to change your name from FourArms to SixArms," Makoto noted.

"A little help?" Max called, rolling by with CYTRO before FourArms's hands shot out and grabbed the two, easily lifting them up and pulling them away from each other.

"Alright, alright. Stand down, both of ya," FourArms ordered, "..." he looked at CYTRO, "How heavy are you supposed to be?"

=550kg= CYTRO replied.

"Huh…I think my strength is enhanced in this form," FourArms noted.

"What the heck is with the armor anyway?" Max asked.

"Kinda looks like Shock Rock's body," Makoto noted before moving to poke an arm before yelping as it shocked her...and caused her hair and tail to poof up, "...If anyone laughs, I'm kicking their butt with a fist."

=Whoa...I think there is such a thing as 'too fluffy'…= Steel spoke, floating in and seeing Makoto.

"..." Makoto began to move for him, only to be picked up by one of FourArms' normal arms, "Mou…"

=Target located= CYTRO stated.

=Oh no=

"CYTRO, stand down!" Forge barked as he walked in.

=Acknowledged= CYTRO stated, lowering his blaster arm.

"Can someone explain what happened in here?" Forge questioned, "Except for CYTRO? The techies already told me about Kajun upgrading him."

"We...do not know," Four Arms and Max spoke at the same time.

"Ugh...Well, I do know one thing," Forge sighed, "No one tell Max's mom about any of this."

"She'll kill us," Max and Forge shuddered.

"I think any mom would…" Makoto pointed out.

* * *

THI was quiet as the moon rose in the night sky. Many of the workers had gone home for the night as janitors were performing their nightly clean up. A vent opened before a figure dropped down, revealing them to be a figure in a form-fitting black, lightly-armored bodysuit with their head covered in a black helmet with a vertical orange/yellow visor. They placed two fingers to the side of their visor and a yellow light shined down the hallway, revealing a series of red-colored light constructs.

The figure timed the movements of the constructs before running forward. They jumped and slipped through a gap in two light boards of the first wall, before rolling across the ground and jumping through the second. The figure jumped off the ground and grabbed a section of the ceiling, and swung their legs forward and slipped over the slim opening atop the third and final wall of light.

They made their way down the hall and towards their destination: the door leading to the CEO's office. They approached the access panel to open the door and tapped their helmet once more. The light shined on it and a light construct formed over the screen. The center of it began to spin as it started accessing the system to enter. A throat clearing made them look to see two guards, glaring at the figure. They looked at the two guards...before jumping up and doing a handstand on one guard's shoulders. They grabbed the guard's neck before throwing them down the hallway, knocking them out by their head hitting a wall. The other grabbed them from behind...only for them to slam the back of their armored head into the guard's face. A roundhouse kick later and the guard was knocked out as the code was cracked and the door opened.

With that, the figure entered the office while the yellow light construct vanished. Approaching the desk, the figure picked up a tablet and opened it, revealing it was still on. The yellow light shined on the tablet, scanning the information on it, before the figure closed it and put it back where they found it. Sitting down in the chair, the figure reached under the desk and pushed the red button under it. They sat up fully before the chair went down into the hidden room.

Once inside the secret room, they began scanning the screen as they brought up files on the computer which was left unlocked due to the owner believing no one would ever make it this far. However before they could pull up anything useful, they had to jump out of the way of a sword stabbing through the back of the chair. The Red Knight pulled their blade out as they looked at the intruder. The two began to circle one another before the Red Knight made the first move, throwing a set of the needle-like Bo Shuriken at the figure.

The intruder ducked to the side before reaching over their shoulder as a handle appeared from the armor on their back. They pulled it out as it formed a blade of yellow light. They ran forward and swung at the Red Knight, who blocked with his sword. The two pushed one another back, sparks coming off where the blades met. Both took a moment to regain their balance before holding their weapons up in a defensive stance as they slowly began stepping around one another again. The Red Knight attacked first as he thrust his sword forward to stab the intruder, only for them to swivel around and used their sword which the held with the tip pointing down, to deflect the Knight's blade away to the side, as the Knight's thrust made them continue to lean forward the intruder took this chance to bash the handle of their energy sword into the Knight's helmet, making them stagger back.

The Red Knight stopped their staggering before leaning back to avoid a swing aimed at their head. The Intruder kept with the speed of their attack and used their momentum and stepped off the wall and swung downward as the Red Knight spun away, making them miss again. The Knight swung again as they spun around to stand up straight, the intruder stopping and letting the blade just barely knick the helmet. The two swung and clashed again. As they stepped around one another, they took a step back before swinging and clashing swords again. The Intruder grabbed their sword with both hands and swiveled their weapon around to force the Red Knight to twist their own arm around lest they lose the sword. But to the Intruder's shock...the Knight's arm...spun around as if on a mechanical ball joint.

The Intruder began backing away as they both realized that this figure was either partly or entirely mechanical, and that conventional methods of subduing them would not work. The Knight rushed as they held their sword with both hands and began swinging with stronger strikes intent to land a fatal blow. The Intruder ducked and weaved around each swing, jumping back, and leaning out of the way of a close swing. They then jumped back and rolled across the computer as the Knight swung down and bisected it cleanly in two. The Intruder landed on their feet before swinging their sword around. They swung their sword around them, their hand moving in a figure 8 pattern as each rotation served to deflect another swing from the Knight. The Intruder grunted, backed into the wall, as the Knight thrust for a finishing stab...only to be parried by the intruder as they spun around the Knight...forcing him to stab his sword through the wall all the way to its guard. The Knight struggled to pull the sword out...only to turn around and find itself alone in the room now. The Red Knight looked around before lowering their head.

* * *

"So you live here?" Noel asked as Rook parked the Proto-TRUKK near an apartment complex.

"Yeah," Max replied.

"Since tomorrow's Saturday, we'll be here around ten to pick you up," Ben spoke.

"Works for me...after today...I'm just gonna fall on my bed and pass out," Max groaned, "What about you guys? Where are you sleeping? The base?"

"Pfft no!" Makoto laughed, "I'm not sleeping in some lumpy barracks bed. We sprang for a nice hotel!"

"Girls in one room, guys in another," Tsubaki cut in.

"Hai…" Makoto sighed.

"Sorry, but we don't want another close call like when you were in..._that _condition," Tsubaki stated.

"And like that, I am out," Max spoke, closing the door on them.

"I was not that bad," Makoto muttered.

"Your head was the only thing that _wasn't_ frozen by Big Chill so you wouldn't do something after your first attempt," Tsubaki deadpanned.

"I did it out of respect!" Ben complained as if instinctual self defense.

=Organics are disgusting…= Steel spoke loudly so they'd hear him.

"I heard that!" Makoto snapped as they began driving off.

"Okay Steel...do the stealth mode thing," Max spoke as he jumped and landed on the balcony for his apartment.

=Right right, I should warn you though...when we...ehem...transformed, your clothing might have...disintegrated…=

"You mean...I'm _naked_ under this suit?" Max asked slowly.

=Well...some...bits might be left behind…= Steel chuckled, =I'll...work on that= he spoke docking with his chest as the flash made the armor loosen and lift off Max before compressing and vanishing, leaving only a faint M-shaped mark on his bare chest from where Steel docked to him.

"Please tell me I have my boxers?" Max asked.

=Are Boxers...invisible?= Steel asked, floating in front of him.

"Max?" a woman's voice shouted.

"My mom!" Max quietly freaked.

=Your heart rate has increased= Steel spoke as they rushed into Max's room =Is this 'Mom' dangerous?= he asked.

"What...no!" Max hissed as he looked around, before grabbing Steel and throwing him into his clothes hamper before dumping some extra laundry over him to keep him inside.

"Max, is that you? Did you just get back from your Uncle's place?" the woman asked.

"Uh...yeah, Mom!" Max fumbled around as he tried to get dressed, "Just...getting changed for bed! I could sleep for a week after today!"

"Did something happen? ...You didn't get in a fight with a bully again, did you?"

"Wha...pfftt...when have I ever…?"

"Max...you always did it."

"I don't always do it...They just don't like me 'cause I'm smarter!" Max chuckled. "'Sides, better me than the poor kid they messed with before."

"...Just please don't do something to get yourself hurt…"

"Come on, Mom. You worry too much," Max sighed, "I'll be fine."

"...I hope so," she whispered as she walked off.

=Max...you need to clean this thing...I have no nose...but I can pick up scents...and this smells like a toxic waste dump=

Max kicked the hamper over, further trapping Steel inside.

=...I believe the Earth term is 'you suck'...=

"You're learning…" Max groaned as he jumped and landed on his bed, blissfully falling asleep upon his face touching his pillow.

=...well...I may as well do some more research on Earth culture…= Steel sighed.

* * *

"Ben, what did we talk about when it came to getting bored?" Tsubaki questioned the next morning...as Ben was fiddling with the Omnitrix in the Proto-TRUKK.

"I'm not bored, I'm trying to figure out what's going on with the Omnitrix," Ben replied. "Before I went to bed, I decided to get some chili-fries from Bellwood as XLR8...but when I turned into him, what happened to FourArms happened with him. I was faster than ever and my lower legs were wheels made of that weird energy."

"Eh?" Makoto blinked. "You didn't take a picture to show me!?"

"I didn't," Ben replied before thumbing at Rook as the Revonaghander parked near Max's home, "But Rook did." He then tossed her a small bag. "Also got you some sweet chestnuts from Europe."

"You are forgiven," Makoto said as she took the chestnuts.

"So you moved even faster?" Tsubaki asked.

"I overshot and came to a stop in Paris…_France_!" Ben explained. "Yeah, I moved even faster…"

"Feels like your Omnitrix is enhancing your aliens," Makoto noted, munching on a chestnut. "...Omni-Enhanced Forms!"

"Oh, I love it." Ben grinned.

"But why?" Tsubaki asked before her eyes widened a little. "...Your new alien."

"Shock Rock?" Ben blinked.

"After the incident with Max...your alien's energy must be leaking into the Omnitrix and having this effect on your other forms," Tsubaki gave her theory based on what she knew of the Omnitrix and this alien.

"...So that means all my other Aliens have an Omni-Enhanced form now?" Ben asked.

"...Try it with Way Big!" Makoto exclaimed in excitement.

"How about no?!" Tsubaki snapped, covering Ben's Omnitrix with her hands. "We don't know what kind of effects it may have had on Ben's To'Kustar form!"

"Max is arriving," Rook informed, seeing the energy-producing teen approaching, wearing grey jeans, black and white running shoes, a white shirt, and a blue hoodie with a design resembling Steel on the chest area.

"Hey, guys," Max greeted, "What did I miss?"

"Apparently, Ben's new form glitched the Omnitrix," Tsubaki noted.

=New form?= Steel asked, popping out of Max's chest and into the Proto-TRUK.

"Fulmini," Tsubaki stated.

=_WHAT_?!= Steel freaked, looking around =Where?!=

"You know what that is?" Max asked.

=Of course! They are horrible warmongering monsters with a gluttony for war and conquest! They are the worst species in the galaxy, and for the most part are all really rude= Steel explained. =Wait...He can become one?!=

"Yep. And unlocking it caused a glitch," Ben noted.

=So...you broke your Galvan-made watch?= Steel spoke, making Ben blink. =Sounds right...Humans can barely take care of themselves, so how could you take care of a finely tuned device like that?=

"Hey…" Ben frowned as Steel just crossed his arms and turned away from Ben to ignore any of his further protest.

"We can call Azmuth about this while getting to N-Tek," Mai suggested.

"Guy who made the watch?" Max figured.

"Got it in one," Makoto nodded.

=So driving again?= Steel asked.

"No," Rook replied as he entered an alley and pulled out his badge. "Fixit, we are ready."

=Activating Ground Bridge= Fixit replied on the line before a green and blue vortex appeared in front of them.

"What's that?" Noel asked as Rook began to drive into it.

"A new device. Based upon the Space Bridges built by Cybertronians," Rook explained while the vehicle emerged in the N-Tek Plumber Base's vehicle space. "They are called Ground Bridges since they are used to travel from different locations on a planet instead of different planets."

"This...will make getting around a lot easier," Ben noted as Rook parked.

"Unfortunately, it is still in experimental stages," Rook advised while they got out, "At the moment, they are only performing in-city transportation and only at bases with a Mini-Con currently working at said bases. Bellwood, at this time, does not have one."

"Aw man…" Makoto pouted.

"Well...with luck, we can get that up and running faster," Ben sighed, "Would save time if we can teleport across the world like this all the time."

"Oh massively," Makoto nodded, "Be nice to see Jen, Danny, and the others whenever we can now and again."

"Just hope we don't encounter any rabid fans demanding a match between me and Danny," Ben added, "...Or that polling on who I should be really paired with."

"...Oh lord, you found the Remix Heart fansite, didn't you?" Tsubaki sighed.

"Wh-?! You know about it, too?!" Makoto gawked, "How come I'm the only one th-wait. What's that about Ben being paired up with someone?!" she pulled him over to her with her tail and wrapped her arms around him, "My Boyfriend!"

"Relax, Makoto. Me and Kajun aren't interested in Ben in that way," Tsubaki assured.

"...Mai? Noel?"

"...We were in the top three with you being number 1," Mai explained.

"Yes!" Makoto cheered.

"And now I think it's a good thing I get a mask," Max laughed.

=I figured as much. Besides protecting your head...should keep the weird humans off our back= Steel spoke as they entered the elevator to head to the main part of the base.

"And you don't have to keep your language in check all the time even in private," Ben sighed, "Really hate being famous some days."

"Wait, really?" Max blinked.

"Believe it or not, he was HUGELY egotistic when I met him," Makoto chimed in, "But it took some time to break that ego down and to have him admit that fame isn't that big and all that...plus…" she paused as she hugged his arm, "He just needed the right gal to show him the way again is all."

"Sounds like you really got lucky, Ben, finding the right girl and what not!" Max laughed.

=I don't get it...but if it's true then it seems these male female pairs seem to enhance the good of the two as a whole= Steel added.

"Eh, there are more kinds of relationships," Makoto noted, "It's not just guys dating girls, sometimes it's girls dating girls and boys dating boys."

"Don't overwhelm him," Max chuckled, "He's still new."

* * *

"We had an intruder? In my office?" Naught exclaimed as Red Knight nodded before his visor glowed and displayed the recording of its battle with the intruder once more, "Oh, that's just great…So what's the damage?" Red Knight held up the broken chair, "...More than just the physical. Did they get any data?"

The Red knight shook his head no...and then pointed to the damaged computer as it sparked a bit. Indicating even if they left a virus or link to the computer, it was now pointless. Naught's eye twitched before facepalming.

"Alright...That's alright...I keep a backup harddrive with me," Naught sighed, "Good job." he looked at Red Knight, "Please inform your leader that if the TURBO Signature comes up again to be ready to go after it."

The Red Knight replied with a bow. Naught sighed and turned around; he turned to say something else, but the Red Knight had already vanished without a trace. Naught sighed as he walked away while rubbing his head.

* * *

"Okay...so...training." Max spoke, already armored up as he stretched, Steel floating around him.

"Know what you can and can't do, and the limits of your abilities with Steel should help us know what to focus on helping you with," Forge explained as Kajun and Berto stood next to him, "Also, it'll give the lady time to forgive Steel for making her mad." he coughed.

=I have a question= Steel noted before pointing at the other side of the training room...where Noel stood =We're fighting her?=

"Yes," Forge replied.

=...Really?= Steel asked.

"Yes," Forge deadpanned.

"For the record...he does not speak for me." Max spoke to Noel.

"Um...I'm not sure I…" Noel began.

"Noel, I have found that doll you were looking for. If you do not hold back even once, I will give it to you," Kajun stated before holding up a tiny stuffed Vulpix doll, "I will even add a device to let it say its name when you hug it."

"?!" Noel tensed.

=Huh? Uh, Max? I'm getting a weird reading from her now= Steel noted.

"Ah...I knew you'd make this hard for me." Max sighed as he formed his helmet.

***BANGBANGBANG BA-BANG!***

"..." the wall behind Max crumbled a bit, leaving a filled in outline of him behind him in the exact pose he was in, "..."

"I will get that doll!" Noel declared, Bolverk out and the barrels smoking.

=Okay, those guns are giving off really freaky readings= Steel noted, quickly going into Max's chest =And why am I afraid of her now?!=

"Oh wow...it's almost like she's not part of a team who fight villains and aliens who threaten Earth on a weekly basis…" Max spoke with heavy sarcasm, "You're an idiot, Steel…"

=I resent that!=

"Stop!" Max shouted, yanking Steel off his chest plate, confusing them, "Boomerang time!" he cheered charging Steel up and flinging him as he shot past Noel, confusing her, "Well...I'm not Batman that's for sure…" he chuckled before flipping away from more shots.

"Wow. Look at that little lady go," Forge noted as Noel was quick on her feet, shooting on the move.

"When it's something cute, fluffy, and/or completely adorable to her, Noel tends to go above and beyond to get said thing," Kajun stated with an amused look.

"This is not fun!" Max complained, his enhanced speed allowing him to avoid almost all the shots, "How long does it take a boomerang to fly back?" he complained.

=Stop me! I can't see where I'm going!= Steel shouted flying/spinning around the training room.

Noel shot at the floor, using the recoil as propulsion and landed before Max, making him skid to a halt...and right into her swung left gun.

"Is...Is she using her guns...as bludgeoning weapons?" Berto asked as Noel was delivering smacks and shots with her guns.

"Yes. She uses a style of fighting known as 'Gun-Kata,'" Kajun explained as Noel delivered an uppercut with her right gun, sending Max high into the air and ended up getting hit in the face by the spinning Steel.

=Okay...this...is getting old…=

"Noel...I am emotionally hurt...A toy is all it took to kick my ass…" Max groaned as he slowly got up, "Also...I'm physically hurt...I think that's a bruise…"

=I'm gonna check something= Steel noted as several screens popped up in his eye =Got something. Maybe a bigger form will provide better defense=

"Bigger what now?" Max asked before TURBO energy erupted off him and his suit transformed.

He floated up before touching down. Now towering over Noel...heck he towered over any normal person. He was probably around 8 to 9 feet tall at that moment. His armor had bulked out in mass, making him look like a mass of muscles. His armor was now mostly black in color, with large white shoulder armor and white gauntlets, and armored hands, the entirety of his gloves under the white armor pure blue. His helmet was also wider now to fit with his new size.

"That's new," Kajun noted.

Max smacked his right fist into his left hand as it made a loud metallic clang. He turned to Noel as the bullets bounced off his armor with no visible effect now.

"So...Turbo Strength Mode?" Max asked as he looked down at Noel, "In advance...sorry." he punched at her, making her run, as his fist tore through the ground and made the ground shake from his new strength.

"You sure you want her to continue?" Forge asked.

"Mmm...No," Kajun replied before pressing a button on the console, "Noel, switch with Makoto please. Your doll is right here for you to pick..." a blue and yellow blur zipped by and the doll was missing, "...up…" the three looked to see Noel nearby, cuddling the doll and they swore they were seeing hearts coming off her and her smiling, content expression, "Right."

"That was cold, you know…" Max spoke as Steel popped off and floated up around him.

=Well, my name _is_ Steel. I'm a metal. I'm supposed to be cold until heated up= Steel shrugged.

"Whoa now!" Makoto gawked as she entered, "You got _buff_! Should I be worried 'bout a steroid going around or some alien salad?"

"I think I'mma call this...Turbo Strength Mode," Max joked, lifting up his arms, "I like it a lot."

"Ahh….well just to warn you…" Makoto began, stretching a bit as she cracked her fingers and knuckles, "I don't know how to pull back on my punches…" a moment of silence followed, "Well, I do, but if I say that then folks I'm fighting don't get all nervous and…"

=I get it= Steel deadpanned.

"Hey hey. Be lucky I'm not using my Astral Heat on ya," Makoto warned.

=Your what?"

"Astral Heat. Basically a OHKO more or less," Makoto shrugged, "Basically for mine, I punch ya so hard..you get sent into a moon-sized meteor, a giant imprint of my fist on it the moment you make impact...and boom. Said meteor explodes to pieces."

"Can you do it now?" Max asked, making Makoto freeze and fall over, "Okay then, I'm gonna take that as a big old nope." he chuckled.

"I've never seen someone shut her up so fast…" Kajun muttered, "Besides Ben...but that doesn't count since they are borderline engaged."

"You'll know when we're engaged and Noel better make sure Ro is snoozing when you do know!" Makoto declared, making Kajun facepalm.

=So, what? You can't do your best move?=

"Kinda need Ragna with his special arm active," Makoto answered, "Either that or a charge from a lot of mana."

=Too bad you can't process Turbo Energy= Steel replied.

"Yet…" Kajun replied.

"Begin!" Forge shouted.

At that, Max and Makoto punched at each other, their fists clashing with a powerful shockwave. Everyone cringed before looking as Makoto grunted, slamming into the window which separated them from the training field.

"He's...really strong…" she groaned, pushing herself off the glass.

"Sorry!" Max spoke up.

=I'm not!= Steel laughed.

"Oh you're in for it now," Makoto frowned as she cracked her knuckles and deployed her gauntlets in their Ice Mode.

=Wow. That is a really low temp coming off those= Steel noted.

"Oh boy!" Max spoke as he raised his arms and blocked Makoto's next attack, ice formed over his arms before shattering off as he bashed his fists together; he grunted and swung as Makoto ducked under his arms, "Bad side to being crazy tall...short people can dodge a lot easier…" he realized.

"I won't get upset given you're like nine feet tall!" Makoto laughed as she swapped to Fire mode and punched Max in the back, sending him sliding forward, "How's that?"

"Fireproof…" Max chuckled, regaining his balance.

=And the suit is Air conditioned!= Steel added.

"How's the insulation?" Makoto asked.

=The wha…= Steel began to ask before Makoto slammed her fist, now in Electric Mode, into Max's chest.

***BZZZ-CRACKLE!***

"GAH!= Max and Steel cried at the same time, the electricity being made brighter as the armor flashed all blue. They grunted as a burst of Turbo energy went out, making Makoto duck down. After all was said and done Max fell back, reverting to his base mode while twitching.

"N-not...not cool…" he grunted, spasmaning around.

"Sorry, Max," Makoto apologized, "And sorry if that fried ya, Steel."

=You s-s-s-suck…= Steel groaned.

"Oh, well then screw you," Makoto pouted.

"Well, we can jot down that electricity is a vulnerability," Berto noted.

"At the very least...being shocked causes Maxwell to produce more Turbo energy in a harmful manner," Kajun added, "We should be careful going forward and see what can set off his abilities."

"Got it...don't get hit with lightning…" Max spoke, getting up.

=More so...we are vulnerable to it while linked…= Steel added =With time, we might be able to overcome that…=

"Alright, take five, Max," Forge spoke, "Ben, get in here."

"Do I have to?" Ben asked outside the training room.

"You do," Kajun replied.

"But this is weird," Ben complained.

=What's weird?= Steel asked as Ben entered...covered in white circular stickers with needle-like pieces on them =...Pffft…You look ridiculous...=

"Oh hah hah," Ben deadpanned, "What are these for again?"

"Scanning you while you transform," Berto replied, "Maybe see where the process causes the..."

"Omni-Enhancement!" Makoto declared.

"And no going Way Big!" Kajun ordered.

"Aw man…" Makoto whined.

"Well, we know that it upgraded FourArms and XLR8," Ben noted, turning on his Omnitrix, "Let's try...Rath."

With that, he slapped down on the Omnitrix. In a flash of cyan light, Rath replaced Ben, transformed like the last time someone saw his change. His torso was covered in gladiator armor made from Shock Rock's rocks with braces on his lower arms, the limbs made of the plasma-like energy along with his fists. His head was made of the rocks and looked far more menacing with the plasma energy coming out of the eyes like flames while his backhand spikes had become elongated plasma-like energy-made serrated blades going a foot past his fists.

"RATH!" Rath roared before looking at his reflection, "Lemme tell ya something, Omnitrix malfunction! Rath is liking this new look!"

=Oh great...he can get louder…= Steel sighed.

"Lemme tell ya something, N'Baro Atksteel X377; Rath can get a lot louder!" Rath declared, pointing at Steel...before the 'blade' turned into a laser that Steel barely avoided, "Ooh~!"

=Of course you realize...this...means...war= Steel growled.

"Hahahaha...haha...ha...ha…" Rath's laughter died down slowly, "Rath doesn't feel safe!"

"Steel, don't you do it," Max warned.

=Fine...but be warned Ben Tennyson...something will happen, someday, some time, some place, maybe...could be happening right now= he floated down and vanished from view.

"He stole Ben's phone…" Kajun spoke up.

"And he got into it...Steel put that down!" Max ordered, walking after him.

"He _what_?!" Rath exclaimed before snarling and chasing after Steel, "LEMME TELL YA SOMETHING, N'BARO ATKSTEEL X377! RATH WILL DESTROY YOU AND SHOVE YOUR PIECES IN MAX TO MAKE SURE HE DOESN'T BLOW UP!"

"...Makoto, get rid of the popcorn," Forge deadpanned, seeing the Beastkin holding a container of popcorn as she watched on.

"Where did she get the popcorn?" Berto asked.

"She hides some in her tail for whenever he turns into Rath when there isn't anything going on," Kajun replied.

=My face...looks...like a...Butt, and posted to this social media thing= Steel spoke, floating out of Rath's reach =Wow...over ten thousand likes! Is that good...I think that's good=

"Grr...Rath is gonna do to you what Hulk did to Loki in the Avengers movie if you don't give Rath back his phone!" Rath snapped.

=Hashtag...angry kitty= Steel took a picture of Rath mid lunge, the flash blinding him and making him slam face first into a wall.

"...I should've seen this coming…" Kajun sighed.

=Oh? What is this? Relationship status? Hm...going to single n…= Steel began before a tonfa beamed him upside the head, making him drop the phone as he fell down next to Max =Fugaw!=

"Nuh uh...none of that," Makoto frowned, catching her thrown tonfa as she picked up Ben's phone, "Shame. On. You." she tapped Rath's emblem, causing him to change back to Ben, "And here you go. And..." she kissed his cheek while giving him his phone back, "...There ya go."

"This...this is why I love you…" Ben groaned as he fell over, still dazed from his time as Rath.

"You really shouldn't mess with a guy's online relationship status, Steel," Max shook his head, "Especially when they're world famous."

"After all the insanity from having to deal with the Kaka Clan in Undertown, that crazy Looma, and a lot of other things, you better believe that I'd do something bad to Steel and regret later," Makoto stated.

"While I understand...let's not...and say we did," Max smiled, "Sadly...I need him to not blow up."

"Which is why I'd regret later," Makoto nodded.

"So did that help figure anything out with the Omnitrix?" Noel asked Kajun.

"Somewhat…" she sighed, looking at a tablet, "From what I can gather, this 'Shock Rock' form is leaking it's energy throughout the Omnitrix's network. Since the perfect model stores all its forms in a digital library with a monthly signal sent to Primus to update it, it's able to do such a thing. If I had to guess why...when you tried to absorb the Turbo energy from Max, you overloaded Shock Rock and all the excess energy has to go somewhere."

"Making these...upgrades?" Max asked.

"I suppose that's one thing to call them, but they are closer to a glitch," Kajun explained, "One that if we aren't careful with...could damage it beyond my ability to repair. So I should get Azmuth to check it out as soon as possible."

"Oh great...He's going to get yelled at...and then I'm gonna get yelled at for letting it happen," Makoto cringed, "It is so weird that a tiny old guy can make me feel like I'm in trouble with my Grandpappy when I was five..."

"Azmuth...is weirdly like family after all these years." Ben admitted, "Even if he'll never admit it."

"It's better for the creator to fix a problem of this scale," Kajun added, "He might know something about the Ultralinks and Max's Turbo energy as well."

"World's greatest know-it-all it is then," Max chuckled.

=He tries to take me apart, I'm gonna punch him!= Steel spoke, punching the air a few times.

"If he lets you," Makoto noted, "He made a whistle out of a fossil that let him control an alien dog that could turn into alien predators like a Scraplet…"

=Scraplet?! Where?!= Steel panicked, looking around before hiding in Max.

"What just happened?"

"Scraplets are Cybertronian predators that eat _any_ kind of metal," Makoto explained while mentally laughing up a storm at the blackmail this provided her, "But yeah, I bet he has something to disable Steel's moving but not his regulation of your Turbo Energy."

"I wouldn't mind that," Max laughed as Steel gave him an annoyed look.

"So what...I should stop transforming?" Ben asked.

"If you would be so kind…" Kajun sighed, "But given you are Makoto's soulmate…"

"That and the issues of having a lot of enemies with one of them being in this city," Makoto added.

"The Knight dude…" Max spoke.

"Forever Knight...taking his own group's name as his own..." Ben muttered.

"Guess they really want Max's Turbo energy," Noel added, "Just from what Max can do with it, who knows what scary things they have planned for it."

"Let's just hope…" Makoto paused, giving a slight shudder, "_He _isn't there the next time Forever comes."

"He?" Max repeated.

"Relius Clover," Tsubaki replied.

"The guy you were all concerned about the first time?" Max asked, "Why...what he do that makes him so bad?"

"Just from looking at him? Bring back some really painful memories or experiences," Makoto answered, "And I...I got it the worst last time. Seriously just talking about it..." she paused as she began to hug her currently shaking body, "It..it made me deathly afraid...like..I..I can't explain it, but..I remembered him picking my memories….bringing up the most painful ones until I was an emotionless husk...and it goes black beyond that."

"He's not exactly a super villain in the conventional sense...but he has committed some horrible crimes." Tsubaki added.

'_That we can agree on…' _Mai thought, her hand clenching a bit.

"Yeesh...duly noted," Max muttered.

=I don't get it...if he's so awful, why hasn't he been detained? Surely someone so horrible would have an entire slew of elite forces after him?= Steel asked as he began floating forward.

"We tried to search for him from many of the known Forever Knight bases given he's under their protection, but...nothing," Tsubaki sighed, "It's as if he doesn't even exist…"

"It's like this new boss Forever, he's just so many steps ahead of us." Ben added, "He knows everything about us...and he loves tearing us apart mentally to win over us."

"The only time he didn't have the advantage was with you Max…" Makoto added, "Since your not exactly…"

"A Well known hero yet." Max smirked, "Well I plan to fix that once I get the hang of this suit and my Turbo energy."

=If it's unpredictability that floors him, Max has that in spades…= Steel sighed.

"And Ben," Mai added, "...and Makoto...and Ragna...and Kagura at t-"

"No. He is predictable," Makoto deadpanned, "Perverted lazy drunk…"

"He's gotten better about it...kinda," Noel defended, muttering a little.

"Enough I'll let him be my boyfriend's friend." Makoto replied, "Barely…"

"Least Hibiki makes sure to keep him in line…"

"When he's around…" Makoto muttered, "But I think we're getting off topic kinda."

"I find it entertaining." Max chuckled.

"We kinda do that a lot," Ben grinned, "But yeah...I won't transform for a while...unless I really need to."

"Probably for the best." Kajun spoke, "According to this test I ran, the more your Fulmini energy is used. The More it spreads throughout the Omnitrix," she pointed to her tablet, "In theory one of two things could happen, an overload which could destroy the Omnitrix, or an overload to its core system that will shut it down."

"So...either way...the watch will go bust." Ben sighed, "Azmuth is gonna kill me…"

"And blame me for letting it happen," Makoto sighed as well.

"It's more my fault really." Max countered, "You tried to help me despite what this Turbo energy stuff does to technology. I don't know the old man well, so let him get mad at me, not like I'll lose sleep over it."

"I guess till such a time we can...clean the Omnitrix, Max will need to be our big gun." Tsubaki spoke.

"I don't like it...but I'd rather not lose the perfect Omnitrix after barely a year and a half...give or take." Ben sighed.

"How do you not remember how long you had it?" Makoto whispered.

"Time has moved fast since we met babe…" Ben chuckled.

"Me a big gun...well I'll try not to let it go to my head." Max laughed, "But try and get that watch fixed man, I don't want all your baddies gunning for me while you're on break." he chuckled slapping Ben's shoulder.

"Uh...what are we? Chopped-liver?" Mai asked, pointing to herself, Tsubaki and noel.

"Oh! I Can try and make something with Chopped-liver tonight!" Noel gasped out

"Ya see what you do…" Makoto complained to Mai.

"I know...and I don't feel guilty about it," Mai admitted.

=...I believe there are some red flags raising…= Steel spoke =...Let me guess, the shy one can't cook for squat?=

"Mmm...I can cook…" Noel pouted.

"Oh we know. It's just when it comes to cooking, your imagination can get rather…." Ben trailed off.

"You tend to go too far," Makoto blurted.

"...you can't stifle my creativity," Noel huffed, "Besides, just last week I made an all meat and fish casserole."

"H-how...that...that's not how Casseroles work!" Makoto argued, "...Please tell me you at le-"

"No. You know me...I refuse to taste any of my cooking when I'm making it," Noel argued.

"That's why Mai had to go up a pant size this year…" Kajun sighed, "But her size was very small before...so it's hardly noticeable…"

"...Hey…" Mai muttered, realizing what she meant as she held her hands over her rear end.

"...Now that I think about it…" Makoto began, making Mai tense up.

"...Makoto don't you dare."

"..."

"...I know that look. D-"

***GROPE~***

"EEK!"

"Wow...you actually went up a cup size," Makoto noted, stepping back from Mai-who immediately shielded her breasts while blushing- before groping her own breasts, "Then again...so did I. I think I got back up to a HH-Cup…"

"That's enough of this topic!" Ben shouted as he began pushing Makoto away.

"Well if you wanted to talk about this stuff in private, all you had to do was ask~" Makoto giggled.

"Well you started it when you groped Mai...wait. Why don't you…"

"Oh yeah..I forgot to tell ya I'm Bi."

"This feels like something we should have talked about ages ago…" Ben sighed, not even shocked, "It does explain why you're the one who's always rubbernecking though…and at women...in retrospect this was really obvious..."

"Heh heh…" Makoto gave a cheeky grin in response.

"...Still, my girlfriend's Bi….I'm so bragging about it," Ben grinned.

"Out...both of you_ out_." Tsubaki pointed at the door, her paper fan already out.

"Yes, ma'am!" the two yelped as they rushed out.

"Ugh...honestly those two…" Tsubaki sighed.

"At least they have each other…" Mai sighed.

"Hai," Noel nodded in agreement.

"I'm worried for when they have kids…" Max joked.

"Currently my worst nightmare…" Tsubaki groaned.

"At least they have self control," Kajun muttered.

"Why do I have a hard time buying that with how close those two are?" Max joked.

"You would not be the first," the girls and Rook sighed in unison.

* * *

"This skill…" Forever spoke seeing the feed from the Red Knight, "That's not normal, even for a ninja...that skill, thought on its feet, technical ability...Plumbers...but not just any...N-TEK Plumber branch." he paused, "That level of agility, the flexibility in the hips and lower back, stronger legs then arms...a woman?" he mused, "They appeared inside the building, meaning they had a way in before putting the suit on." he stopped as he looked up, "Gather intel on every female employee recently hired within the last quarter." he ordered as the Knight bowed.

"Must you waste your talents on such meaningless tasks?" Relius asked.

"A promise is a promise, and a man always keeps his word." Forever replied.

"...Fair I suppose...though…" Relius paused, looking at a screen showing Max, "That boy...he interests me…"

"He's a member of Tachyon race." Forever explained, "Aliens near extinct, probably the only one left...and a halfbreed. It's like watching a Liger in the wild, powerful, interesting...but doomed to self destruction."

"And has encountered Ben Tennyson," Relius added, "And he was able to cause a new transformation in him...one that has possibly affected his other transformations."

"A Fulmini." Forever explained, "A problematic alien…"

"How so?"

"It's DNA in the Omnitrix could revive a war mongering species, so vile and powerful even Vilgax feared to challenge them at their peak. Believe me when I say...if they are revived...no amount of things from your time will stop them. Our work will end," he spoke, making Relius frown in understanding, "Their race...is worse then the Beast...by leaps and bounds."

"...that is problematic…" Relius whispered, "...and the boy can transform into one...all the more reason to procure the Omnitrix from him."

"Also important...the Fulimin form is infecting the Watch, and knowing Tennyson...if he goes on as he does. It'll be broken beyond use." He gripped his fist, "I dislike...complications to the plan…"

"...but knowing his comrades, they've advised him from using it for the time being, leaving him vulnerable," Relius noted

"If Tennyson is one thing...it's predictable. He will change again, and shorten the window for us even further. We need to take the watch as soon as possible, and capture the halfbreed. I'm not going to pass up the work that can be done with that level of limitless energy."

"...Then leave Tennyson to me," Relisu offered as a pair of soulless blue eyes flashed from the shadows behind him, "He's fought many an adversary...but I doubt he'll handle someone like myself."

"...which will leave me with Tachyon halfbreed," Forever noted, "You sure you can best him?"

"My good man…" Relius paused as a shadowy figure floated out of the shadows, "There is a reason I was once known as 'The One' amongst the Ten Sages."

* * *

"...okay. Not gonna lie, Ben...we both had a case of foot-in-mouth syndrome back there," Makoto admitted, she and Ben drinking a couple of smoothies back in the city.

"It's been...a weird month for us." Ben sighed.

"No kidding…" Makoto muttered, "One moment in particular I'd really like to forget about…"

"Same…" Ben sighed.

"Yeah...but on a positive note for this month, I finally got to meet your cousin Lucy," Makoto grinned, wanting to help change the mood.

"True," Ben smiled, "Closer to meeting all of mine...and who knows how long till I meet yours."

"You remember the promise?"

"I know I know," he chuckled.

"Good," Makoto msiled, giving him a light peck on the cheek, "If you did, I would've tail-bopped ya."

"You can do that in a harmless way and a very harmful way." Ben replied, "Either way, you get your fun out of it."

"Dang right I will," Makoto giggled a bit, "...Wonder how Jen's doing over at Hope's Peak?"

"We can always call...what time is it for them now?" Ben offered.

"Uh...let's see...time zone...it's like noon...so...give or take 5 to 6 in the morning…" she cringed realizing the time difference.

"We'll try later." Ben chuckled.

"Hai," Makoto nodded.

"...Still…" Ben sighed, looking down at the Omnitrix, "I get a new guy to use...and he affects all my other Aliens."

"Maybe you can talk to Azmuth about some kinda upgrade after the watch is fixed?" Makoto offered.

"Upgrade...what like the Ultimate feature?"

"That would be cool to finally see it outside of shaky videos posted on the internet." Makoto admitted.

"Don't think he'd go for it...he always kinda hated that feature. Saying it was disturbing and cruel." he explained, "Which I kinda get...it's forced evolution through combat, kinda messed up in concept. Only Albedo would think of it."

"...hmm...then maybe something like Max' armor," Makoto suggested, "Like when we tried to look for it while we were looking through the manual….ooh! What if it makes Way Big look like Gridman or something!?"

"Armor huh…" Ben paused, "I think Azmuth would be cool with that, it would be less creepy then forced mutation, and it would be a defensive measure."

"And add other sweet features to your aliens!" Makoto beamed, punching forward a bit, "Like maybe rocket punches for Way Big, atomic breath for Humungousar...oh! Or maybe…!"

"Stop!" Ben held his hand up to her mouth, making her go silent, "I love you...but you seemed like you were about to hyperventilate and pass out...take a second...chill...and write it down."

"Eh heh heh...right," Makoto sheepishly chuckled, "Sorry. My imagination got the better of me...again."

"And that is one of the many things I love about you...however last time I let you run wild in your imagination, you passed out from forgetting to breath...and Noel woke up the next day with a temporary Tattoo…in a place she still will not tell us where..."

"I swear I don't know how that one happened…" Makoto admitted.

"...Speaking of tattoos, you know where she got that intricate one on her chest?" Ben asked "Only time I've seen it was at the beach."

"I….huh. I honestly don't know," Makoto admitted, "Never asked her about it...demo...something about it seems...familiar to me."

"Really?"

"Yeah...like I've seen it some...where…" Makoto began before wincing, holding her head a bit, "Ahh...why does it hurt trying to remember it?"

"Maybe it's something you forgot when you came to this time." Ben offered, "You know it already, but your brain locked it up?"

"...maybe you're right…" Makoto whispered, her eyes widening a bit in realization, "...In fact….I recall falling into the Boundary a-"

"That's right...You fell into the Boundary."

"?!" the two tensed as they turned to the side, seeing Relius looking on at them in intrigue.

"Interesting…" Relius noted, looking right at Makoto, "Not a single mutation...and yet certain memories were blocked you say? Soka…"

"...what do you want?" Ben asked, frowning as he held Makoto's shaking hand in reassurance.

"Not much. I mostly came for you Benjamin, but…" Relius began as a slight grin grew on his face, "It would seem I can gain two test subjects out of this...one a being whose soul wasn't mutated or worse by the Boundary, proving another theory."

"...wh...what theory?" Makoto asked, a fearful tone in her voice.

"Well that depends...what do you know of Multiverse theory?"

"...less then we should," the two answered in unison.

"Perfect. You see...The Boundary is capable of connecting to thousands...nay. Millions of possibilities...alternate timelines and realities both in the past, present, and future," Relius explained.

"Wait...are you saying they are from...a parallel world?" Ben asked.

"Oh…?" Relius blinked, "You caught onto that very fast young man...say, could it be there is a bit of genius in you?"

"Let's just say I know someone who's seen those alternate timelines," Ben countered.

"Ahh...you mean the Timewalker Paradox, correct?" Relius asked, making Ben tense, "You see my dear boy...you're not the only one who knows someone who exists outside of time….but that's not important for right now," he waved off, "Now then...as I said, the Boundary is connected to multiple timelines and realities, and Lt. Nanaya here ended up in this one...one connected to what you call the 'bad future' she is from, and came here unaffected by the Boundary...minus the missing memories...or rather….ahh I see now..." he grinned a bit, "It seems _she _was the one who sent Lt. Nanaya here to prevent the Master Unit from catching on."

"What are you on about?" Ben asked, "Who...who sent her here?"

"I'd love to explain further, but even I am not certain to a full hundred percent, which is why I need you for studying purposes." he explained, "Surely something must be the cause of this phenomenon."

"...Yeah well I have a phenomenon for ya. A taste o-" Ben began, about to activate the Omnitrix before something grabbed his Omnitrix arm, "Ahh! What the…?!"

"Now now…" Relius began, a large humanoid robot with pupil-less eyes held Ben up by her razor-sharp claws, "We can't have you transform now...not before I examine your watch of course…"

"Ben!" Makoto gasped before glaring at Relius, about to shout at him...only for nothing to come...as if her entire body locked up just from looking at him, _'...I...I can't say anything…'_

"...Interesting...an instant lock up just from looking at me...ahh...I see. I must've used you as a test subject before in one possibility," Relius noted as he stepped forward towards Makoto, "I wonder...if you share that one's memories as well…"

Makoto struggled to move her body before Relius placed a hand on her head, making her eyes widen as she felt it...memories starting to flow through her head..._bad memories_. Somehow...she felt him examine...search….picking her mind piece by piece as she began to pant out, tears of fear forming in her eyes.

"Oh ho...soka...such mental damage to your psyche, both in this reality and the one your from...and I can feel bits of the other you's memories as well...very interesting…" Relius noted.

"St...stop...it…" Makoto whispered, mentally begging for her body to move.

"Truly...this is a discovery worth further investigation. Oh...what a wonderful day." Relius laughed happily ignoring the pain he seemed to be causing just from his presence, he moved his hand back, before reaching into his clothing for something, only to stop and jump back an impressive distance as gunshots hit the ground where he was standing but a few seconds ago.

Makoto gave a gasp as she fell to her knees, panting heavily as she managed to regain some control back to her body.

"Makoto! Ben!" Noel shouted as she rushed over, lowering her guns.

"An unneeded distraction…" Relius sighed, "I need only one subject from our world...you'll just have to leave. Ignis."

The Robot's eyes flashed before reeling her free arm back, slashing it forward as it sent out a pink-tinted saw at Noel, who quickly jumped out of the way.

"Hold on. I c-ahh!" Noel cried out, teh saw hitting her shoulder from behind, spilling a bit of blood as it returned to Ignis, reconfiguring into her clawed hand.

"You didn't think we'd just discard a hand did you?" Relius chuckled.

"Okay creepy...now you're just...asking for it!" Ben grunted, trying to free his arm from Ignis' grip.

"You realize you look stupid, yes?" Relius chuckled in amusement.

"Not...the first time!" Ben countered, "Gh...come on! Let go!"

"I'm afraid you'll find getting out of Ignis' grip nigh impossible, dear boy," Relius stated, tilting his head ot the left to dodge a shot from Noel, "Besides...like I'd give up the opportunity to give up examining your watch, and Lt. Nanaya."

"You want to take them?" Noel asked, standing back up as she ignored the pain in her shoulder, "I won't let that happen."

"While you are interesting, I'm afraid I can only take on so many projects at a time, so if you'd please leave us be." Relius sighed, "Ignis...once more to make her learn her place."

Ignis raised her arm and swung, sending the saw blade once more at Noel. Only to blink as a blue boomerang hit the saw sending it bouncing back. Relius blinked before grunting as a fist struck his stomach sending him, flying back and crashing through a window.

"Good thing this guy loves hearing himself talk." Max spoke, standing there as Steel floated back to him, "Gave me time to get here, clever idea Noel."

"You called Max?" Makoto blinked.

"He was so busy talking he didn't see me hit my badge to send out a distress signal." Noel explained.

"Ahh...good idea…"

"Yup. Now let's hurry and help Ben, Steel," Max spoke, earning silence in response, "...Steel?"

=That robot…= Steel spoke, examining Ignis as she just stood there, keeping a firm grip on Ben's arm still l=I feel something...alive within it…=

"Say what?" Max blinked.

=I'm not making this up...it's not like me...when I say it's alive...I mean...it's like a cyborg=

"Oh?" Relius spoke as he stepped out of the building he crashed into, looking unphased as he adjusted his mask a bit, "You could tell the difference?"

=...You...what did you do to that human?= Steel demanded, glaring at Relius.

"Ignis you mean? Ahh yes...she is part of some important research of mine...my research into the soul," Relius explained.

"Wait...you mean...this...is a person?" Ben asked in shock.

"Yes...well. She was once," Relius stated in a tone that made both Ben and Max' blood boil, "But I feel we've delayed this long enough...Ignis, grab Lt. Nanaya and let us be on our way."

Ignis nodded as she reached her free arm towards Makoto, only to back away as Max jumped in her path. Turbo energy leaking from him forcing Ignis to back away even further.

"Can't touch me huh? Yeah, me and machines don't mix." Max chuckled, "Now let go of my friend," he grabbed Steel again and began charging him with energy.

"My you are a confrontational one." Relius sighed, "How will you make me? I have already had Ignis analyze that maneuver you performed earlier."

"How bout this one?" he grabbed Steel by both arms and held him up as a beam shot from his optic and blasted Ignis forcing her to let go of Ben.

=Hey...it worked!= Steel laughed.

"I know! I was totally sure it backfire!" Max laughed.

"Using tricks even you don't know the effectiveness of...to experiment at such a time...you have my respect." Relius mumbled to himself with a smirk.

"And you have my laser, creepy!" Max argued as he fired a laser at Relius, only for a puppet-like robotic arm to spring forth from his cape and block it, "?!

"You thought I'd leave myself exposed that easily?" Relius smirked before snapping his fingers, "Ignis."

"?" Max raised a brow before tensing, ignis suddenly vanished from view, "?! Wh...where did…"

=Max look up!=

"Huh?" Max blinked before looking up, seeing Ignis coming towards him with her feet converted into a pair of spinning drills, "WOAH!" he yelped as he quickly dodged, causing Ignis to miss as she left a crater in her wake.

=I am not a fan of this!= Steel yelped.

"How do you think I feel?!" Max argued as he brought his arms up to block a slash from Ignis' claw, wincing from the force behind it, "I'm dealing...with a literal swiss army knife in the form of a cyborg!"

"That armor is also interesting...not much can withstand Ignis's claws...truly interesting." Relius added as he sat back and just watched.

"I'm glad Count Creepy is enjoying himself!" Max grunted.

"Oh I am," Relius smiled.

"First you creep me out and now you anti my jokes...you...are one evil guy!" Max grunted as he leaned back and cartwheeled back, "Steel! Go Turbo Strength!" he ordered as his armor changed into Turbo Strength Mode.

"It increased in mass and, based on the name, must be quite physically powerful," Relius observed.

"You ain't seen nothing yet," Max reared an arm back as his fist began glowing with energy. He swung and, even though Ignis stopped just short of getting hit, the energy exploded off and sent her flying back, "I...uh...meant to do that."

"...Projectile energy punches…" Relius noted, "Interesting…his abilities are still growing...and rapidly."

"I don't know how I did it...but Imma do it again! Noel, you help Ben and Makoto out of here. I got the Castlevania reject under control!"

"I didn't understand that reference and still feel hurt," Relius replied simply, "...and you didn't think I would anticipate that as well, young man?"

"...Ah crud. He's got back up…" Max realized before the Forever Knights came out of hiding, aiming their blasters at Ben and the girls.

"Like we said, always a step ahead of us," Ben muttered.

"Steel...got anything that can handle multiple baddies at once?" Max asked, backing up towards his friends.

=At the moment...no. Unless you have a random idea?=

"That monster yesterday...he sensed my Turbo energy...Steel...turn off the dampeners," he ordered.

=That is a horrible plan!=

"Do it now!"

=We are going to die!= Steel shouted as he did so, letting Turbo energy flood outwards. Everyone covered their eyes at the sudden flash.

"Using your own energy as a barrier is clever, boy...but how long can you expend that now that the machine is preventing self destruction?" Relius asked, using his cape to block the light.

"I'm not using it to keep you away...I'm calling _it_...here," Max replied.

"It...wait...no!" Relius realized as the ground suddenly exploded with fire, the blast knocking him and the knights over.

"**YOU!"** Elementor roared from a rooftop.

"Why?" Relius grunted, "Why bring that here?!"

"I figure you and him...aren't gonna play very nice," Max laughed, "If you can make me hate you...what about Toasty here?" at that, Elementor growled at Relius.

"_**You…**_**" **he growled, glaring at the scientist.

"Called it!" Max chuckled.

"But...that and…" Relius spoke as even he was having trouble keeping up with these turn of events, "...Blast it...my mood is ruined. Ignis," he ordered, Ignis moving next to him as she picked him up, her feet converted into a pair of boosters..

"Brunettes like us are quite the wild card," Ben chuckled.

"I underestimated you child...truly...you are an unknown element," Relius spoke as he and Ignis began flying off, "I won't underestimate you again!"

"Oh yay...I made an arch-nemesis…" Max sighed.

"...At least he's gone finally…" Makoto whispered, getting back up as she grabbed onto Ben for balance.

"**Rrrr…"**

=And now we're dealing with a hot head= Steel pointed out as Elementor crashed down before them, causing the Forever Knights to fall back and retreat.

"**You…" **Elementor growled, glaring down at Max.

"This won't be like last time," Max gripped his now giant fists.

"**We shall see!" **Elementor roared out, firing a stream of fire at him.

Max raised his arms and used his now giant body as a shield to protect the others from the flames and heat.

"Hoo boy!" Makoto yelped.

"Tsubaki, that flaming monster Elementor is back," Noel spoke into her Badge.

=So soon? Shoot...He must've detected Max…= Tsubaki whispered.

"Uhm...yeah...let's go with that…" Noel replied slowly as Max and Elementor wrestled around, "...Ano, what should we do?"

"Maybe some help here?!" Max shouted.

=Where are you at the moment?= Tsubaki asked.

"Smoothies!" Max shouted as he lifted a car and used it to smash Elementor several times until it began falling apart, "They just don't make cars like they used to...oh boy!" he shouted as he was tackled over.

=...Why am I not surprised Ben and Makoto would go to a Mr. Smoothies?= Tsubaki sighed =...Try and keep Elementor out of the city. Noel, you and Makoto help escort any civilians in the area to avoid casualties. Ben…if Max is overwhelmed, you might have to transform and back him up=

"I thought we agreed that was bad!" Ben spoke as Max tossed Elementor over their heads.

"I think I'm getting the hang of this." Max chuckled.

=We did, but we also agreed to use the Omnitrix only in case of an emergency= Tsubaki pointed out to Ben

"**RAAAGH!" **Elementor roared as he shot up, pillars of magma rising up behind him.

"Okay, he's using magma now?!" Makoto gawked.

"Yep, emergency," Ben gulped, quickly turning on the Omnitrix, "Okay...Might as well see what it'll do to Water Hazard or Overflow. Please be good."

With that, he pushed down on it and a teal flash went off. In Ben's place was Overflow with his legs, torso, and head covered in Shock Rock's rocks, the moss growing all over his back. Emerging from his back was a pair of cannon-like structures with the plasma-like energy glowing within.

"Whoa! Now this is cool," Overflow noted, looking up at the cannons, "So what will these do?"

"Magma!" the girls shouted.

"Magm-WOAH!" Overflow yelped as a stream of magma headed right towards him, prompting him to raise up the cannons before massive streams of water shot forth, colliding with the magma as it began to solidify while steam began to cover the area, "Oh neat! They're hydro cannons! Oh, I hope if Azmuth does do the armor, I get these for Overflow..."

=A little less talk and more SHOOT THE LIVING WILDFIRE MADE HUMANOID!= Steel screamed.

"Oh right!" Overflow yelped, "Girls, go get people to safety! I'll help Max out here with tall, gruesome, and burning!"

"Gotcha!" Makoto replied.

"Stay safe!" Noel added as she and Makoto rushed off.

"So what's the plan?" Max asked, grunting as he struggled with Elementor.

"The best plan: Get him away from the city, and beat him senseless!" Overflow replied while blasting streams of water from his cannons at Elementor, knocking him away from Max.

=That's your plan?= Steel asked.

"Well technically, the first part is Tsubaki's plan. I just added a little zing to it," Overflow answered.

=I get the feeling you do that a lot…= Steel deadpanned before Max and Overflow ducked under a blast of flames =Right, right. Gotta get this guy outta here now; snark at you later=

"Yeah," Max nodded, "Any ideas?"

"I'm thinking…" Overflow answered, pondering over as the two dodged another stream of fire from Elemetor, "...We need to catapult him out of the city."

"How?" Max asked before Overflow pointed at his cannons, "...You want me to throw him at you, don't you?"

"That or punch him towards me."

"I'm good with whatever."

=Can we throw him? That sounds more fun= Steel laughed.

"**I will incinerate your bones!"**

"Throw sounds good!" Max yelped, he reached out and lifted Overflow before aiming him to blast some of Elementro's flames, "And he goes for the knuckleball, but the catcher tells him no so he goes for the fastball!" Max narrated as he leaned back, lifted his leg up and swung tossing the alien at Elementor.

"The guy at bat is reeling for a home run, but…" Overflow began, aiming his cannons just as he was coming towards Elementor, "He's in for a rude awakening as it is a…!" he fired his cannons point blank, causing Elementor to roar out as he was sent flying into the distance, "STR~IKE!"

=I'm not a sports type of machine, but...wouldn't that be a…?= Steel began.

"Don't ruin the joke, dude," Overflow and Max deadpanned in unison.

=I'm getting double-teamed...And dampeners going back up to hide us= Steel informed.

"I told you it'd work," Max chuckled.

"Yup, and now that Heat Miser's incredibly angry cousin is out of the city…we can go all out without worry of casualties," Overflow smirked.

"That's a relief," Max sighed in relief, "At least there aren't anymore like him, right?"

"..." Overflow gave Max a look as Steel popped out of his chest to assist in giving Max a look.

"...What?" Max asked.

=I have been reading a lot about sentences that people really have to stop saying no matter where they're from in the universe= Steel informed =And you just said one of them=

Overflow's emblem beeped and he tapped it, "You're good."

=NO WE ARE NOT!= Makoto snapped on the communication link, making them jump as the sound of something metal was heard grinding into a rough surface =WHEN DID THE HOT HEAD GO FROM A WILDFIRE TO A BOULDER?!=

"...= Overflow and Steel shared looks =It was Max!"

"Wow just throw me under the bus, why don't ya…" Max sighed, "But he can change elements? Or...wait...could it be? Didn't My uncle say something about him being a race of alien robots?"

=YOU MEAN THERE ARE MORE OF THEM!?= Makoto snapped before Noel yelped in the background =Ahh! Noellie! Mou...just hurry over here guys!=

"Gotcha!" Overflow replied before turning back into Ben, "Trust me when I say this, you'll wish for peaceful days most days."

"I can already tell this is gonna be a long day," Max sighed a bit as the two rushed off.

* * *

"AH! Easy on the tail!" Makoto yelped as she jumped out of the way of a large rock, holding her tail close, "I would not like to become roadkill, thank you very much!"

"**I will crush you!"** the Earth version of Elementor who was covered in rock armor with jagged spikes and sections barked.

His jaw was much wider and made of multiple sharp jagged rocks as fangs. He roared and slammed his hand on the ground as pillars of sharp rocks began exploding out of the ground in an attempt to skewer them.

"Eep!" Noel yelped as Makoto grabbed her and jumped back form the sharp rocks.

"Seriously, as if the fire one was bad enough…" Makoto muttered as she put Noel down, only to grab her once more as she jumped away from another wave of sharp rocks, "Ah mou~! What's keeping Max and Ben?!"

"**You think we are only two?"** Earth Elementor laughed, **"Idiot human slug...we are far more numerous then you can ever imagine…"**

"...Uh….hello?! Did you not see the ears and tail?!" Makoto shouted, pointing to her ears with her tail.

"**So? You look all the same, freak."**

"...what?" Makoto's eyes narrowed dangerously at that.

"Oh dear…" Noel whispered in worry, getting out of Makoto's arms as she went into an alleyway to hide..

"**Oh I hit a nerve? Maybe I should call you mutant. Or abomination. Or…"**

"I don't think we're gonna need that backup…" Noel muttered, peeking out at the trembling Makoto, "Also...pay to fix the street...cause this next wave of damage...is gonna be our fault."

"**Oh I got a better one! A…" **Earth Elementor began in his mocking before Makoto was suddenly before him, her fist reeled back as her eyes were blank with rage, **"?!"**

***BAM!***

"**FUGAW!" **Earth Elementor cried out as he shot back,a fist imprint on his fast as he bounced along the street, breaking parts of it in the process before crashing through a few cars and into an old building, **"...WHAT JUST HAPPENED?!"** his head demanded as the rest of his body was slowly reforming.

"Makoto...you good?" Noel asked in concern.

"I will be once I grind him into dust...and throw him into a smelting pot to melt said dust, and then crush that metal into dust, and shoot it into the sun," Makoto answered, flexing her hand as she still had a look of anger on her face.

'_...oh he just had to hit some of her big trigger words…' _Noel metnally gulped.

"Okay we're here and...oh we're late…" Max's voice spoke as they turned to see him in a new mode, the armor on his upper torso became larger and wider with a hood of armor over his head forming an aerodynamic shape, his helmet larger with the white forming a mouthguard on his helmet. His arms and legs were now mostly white, his legs having a pair of thruster vents on the back of his lower leg. The large armor forming an oval pack with a large blue thruster, two pairs of wings formed, a larger pair with a smaller pair stacked over them, each wing had a glowing blue section that let out light that kept Max up in the air.

In his arms was Ben, who timed out on the trip here. Both excited from the flight, and probably embarrassed from being carried the way he was.

"...he said Makoto's trigger words?" Ben guessed, looking at Noel.

"Three of the Top five, hai," Noel responded.

"He had it coming!" Makoto snapped as Ben jumped down and landed in front of her, "My rage is justified!" she declared, before calming down as Ben began patting her head.

"It's okay...you beat him." Ben smiled.

"Think I can keep the head?" Max asked flying off.

"..I still w-" Makoto began before Ben scratched her behind the ear, "?!...Mmm~" she gave a content goofy smile, her tail swaying in content.

"...How...did you…?" Noel began, blinking a bit in surprise.

"Well...when you are in a serious relationship, you need to learn how to calm down your significant other's rage." Ben explained, "She knows how to do the same with me…" he chuckled, "Also I found this spot one day while we were...and I'm ending that story there."

"...Oh my," Noel whispered as a blush formed on her face.

"I wasn't talking about that ya nasty…"

"Mmm~!" Noel pouted, a little offended by that.

"You could've worded it better, man," Max noted.

"She's the one who thought of it!" Ben argued.

"Is she...okay?" Max waved his hand in front of Makoto's face to no response, "Dude I think you should stop scratching…"

"Oh. Right," Ben said as he stopped scratching behind her ear, "Babe?"

"Huh? Whuzzat?" Makoto blinked, "Sorry...I...blanked for a moment there...we didn't get caught in the heat of the moment again, did we?"

"No." Ben replied simply, "You did leave a bit of a mess though."

"I got his head." Max held up Earth Elementor's head as his body was fumbling around with no head to control it's actions.

"...Oh...oh…" Makoto cringed once she saw the damage, "...Tsubaki's gonna give me the look for causing to much damage...again…"

"I'm sure we'll be safe when we bring in...this guy." Ben pointed to Earth Elementor's head.

"**Just you wait, humans slugs! When I get my body back I will crush you into dust!"** the head barked at them as his body just kept walking into a wall repeatedly, **"Grr...over here you idiot!"**

"I...don't think it can hear you…" Noel muttered.

"**SHUT UP! MY BROTHERS WILL GET ME!"**

"Brothers?" they blinked.

"...By any chance...are you the stupid one?" Makoto asked.

"**...shut up!"**

"Yep...he's the stupid one." Makoto sighed, "Now I feel ashamed…" she fake-cried as she leaned her head on Ben's shoulder, "I wasted my anger...on the Big Dummy…"

"...which means the fire guy was the hothead…" Ben realized.

"He said brothers as in plural...does...does that mean one of them is the...smart one?" Max asked in concern.

"...We need to get back to HQ," the four teens spoke in unison.

=Agreed= Steel spoke.

"Fixit, bridge us back!" Max ordered tapping his helmet.

=Creating Ground Bridge!= Fixit answered

"What about Dumb and Dumber?" Makoto pointed to the headless body then the head as she spoke.

"The body seems kinds harmless without the head, which is also the main control unit." Max offered his theory.

"So we leave that for Forge to pick up later." Ben offered.

"And lock the head up now?" Noel guessed.

"**Blast...geniuses…" **Earth grumbled.

"Please someone give me back my anger and passion…" Makoto sighed, just ashamed she let this idiot rile her up so.

"There there, babe…" Ben patted her back as the portal appeared before the four, "I'll let ya pick anything you want for our dinner date when we're done with this mission."

"Really?" she asked, perking up back to normal.

"Yup. My treat."

'_...Note to self; make sure Kajun has the house for just me and Ben for the night when I show him my old battle outfit once we're back home,' _Makoto thought as they walked into the portal.

* * *

"More? You mean there are more of...this?" Mai pointed to Earth Elementor's head they kept in a cage.

=More or less yes= Steel replied.

"Already fought two of them. The fire one and this one," MAx added, jerking a thumb over at Earth Elementor's head.

"Since the theme has been Fire...and Earth...does that mean that his brothers we haven't seen yet are Water and Air?" Noel assumed.

"Given his name is 'Elementor'? Most likely," Mai answered.

"So they have a theme going on. But...how do you become one with Water and Wind?" Ben asked.

=From the records, they all seemed to have bonded with horrible elemental disasters= Steel explained, =Fire with a horrible Forest Fire, this one with a landslide, I'd imagine Water happened from this report of a Flash Flood caused by a dam burst just...vanishing. And Wind...from this Costal Hurricane that up and vanished= Steel displayed news reports of these events.

"...And if all of them gather, it could spell trouble…" Tsubaki whispered, examining each of the articles.

"Great...so they are literally living natural disasters." Ben sighed.

"So how would we stop them?" Makoto asked.

"We have containment cells that can hold them, but actually getting them in is easier said than done. These two are solid, how we capture water and air...I'm not sure," Fixit muttered.

"For water, we'd need something akin to a sponge or a similar object that can absorb moisture," Kajun spoke, looking through her tablet as she typed something in, "For air...simple. A vacuum effect to pull it into a container."

"A sponge...that's a silly answer coming from you, Kajun." Makoto pointed out.

"Says the squirrel girl who used a chestnut to destroy one of Billy billion's robots from the inside," Kajun countered.

"...Well, yeah b-"

"And using your Asteroid Vision to literally confuse Vulcanus into submission."

"Well I…"

"And using only your tail to literally beat Liam's face in."

"Alright I admit it...I...am silly." Makoto replied in a fake hurt tone, "But doesn't that just mean when I say something is silly...it's really silly?" she added with a smirk as Kajun froze mid-way through about to open her mouth to speak.

"I mean it could still work. We just gotta stick them in stuff they can't get out of." Max shrugged, "Maybe we can use some science stuff to change the water guy into something different, like I don't know...freeze him or turn him into jello?" he held a hand to his stomach, "I might be hungry…" he chuckled, despite Kajun and the others looking at him in interest.

"...Go on," Kajun spoke, looking over at him.

"I mean...water changes a lot...I pay some attention to science," Max replied, "Why not make some chemical that would freeze him into ice, or make him into a semi-solid goop he can't control. Or...we could make him into Cement Mix…" he mumbled, "Cement uses water to form."

"I...never would have thought of that." Ben muttered.

"Huh...you really think outside the box don't ya Max." Makoto nodded in agreement with her significant other.

"I do from time to time," Max nodded, "As for the wind one...like she said, vacuum effect into something to contain it. I don't know how you really catch wind..."

"We would need something to contain the wind one so it wouldn't' escape, but we sadly can't use Ben's Segmentisapien form," Kajun sighed.

"...and that is…"

"Basically think of a gorilla made of LEGOs," Makoto answered.

"That sounds like an awesome idea for a cartoon." Max admitted.

"Actually got pitched to me once by a tv producer," Ben admitted, "Turned it down the moment I heard Will Harangue was behind it."

"That guy just never stops…" Makoto sighed, "Still would make a funny cartoon though…"

=I think we are getting off track= Steel deadpanned.

"Right...first we need to find Fire again...then trap Water and Wind." Max spoke, "Otherwise we'll just have more problems."

"The Fire one should still be somewhere outside the city, so it should be easy to find him," Ben stated, "Other ones...might be hard."

"Just wait for them to come to me I guess…" Max sighed.

"It's our best strategy for now," Tsubaki stated.

"Guess I'll have to get stronger then." Max smiled, as he looked at Steel, "And to do that, I need to master the modes we have now."

=It would be better than trying to unlock forms we don't bother mastering= Steel spoke.

"That's what Ben usually does when he gets a new form," Makoto chimed in, "He's a freakin' pro with Diamondhead."

"Diamondhead?" Max repeated, "...let me guess, crystal-like alien?"

"Ya catch on quick," Ben grinned, "I'm kind of a pro at the whole multiple form things by now."

=Is that why you keep trying to turn into the same 6 things all the time?= Steel asked, making Ben flinch and tumble around a bit.

"...Only when the moment calls for it," Ben muttered.

"I don't think you two will ever get along." Max sighed as he watched the two bicker.

"Nope...and neither will I with him if he keeps with the lip towards me," Makoto added

=Not my fault you seem airheaded=

"Wh-?! AIRHEADED?!" Makoto snapped before Ben scratched behind her ear again, "...Mmm~"

"Has he always…" Tsubaki began.

"Don't ask." Max and Noel cut her off.

* * *

"**They captured Earth?"**

"**That buffon always makes things more difficult for us."**

"**Regardless...our existence on this planet relies on the boy...and Dredd...so we'll have to get both back. Provided Fire doesn't ruin the plan."**

"**One time...and I thought it would be easy given the Omnitrix brat is as dumb as Earth." **

"**I think the Omnitrix brat is smarter...because Earth pushed that crossbreed's buttons if the Earth term is correct."**

"**It matters not. Humans are a lesser life form."**

"**Once we get the boy…"**

"**We can finally sign this world's death sentence as we use these idiotic life forms to bring back our kind." **

"**Agreed."**

"**And should anyone interfere...we make them extinct."**

* * *

_SZ:...Hoooooooooo boy. Things are gonna be big next chapter...also why does it feel hot, cold, and dragon-breathy in here, z0?_

_Z0: It wasn't my fault this time._

_SZ: Then what…?*feels hot breath coming from behind, slowly turning to see an Alatreon glaring down*...who...lured an _Alatreon_ here?!_

_Z0: Either me or GT...and since he's not here...it was probably him as payback against me. Ah don't worry I'll deal with it. Later…_

_SZ: 0-0….*flees as Z0 and the Alatreon glared eachother down*READ AND REVIEW FOLKS, AND TUNE IN FOR THE CLIMAX OF THIS ARC NEXT CHAPTER!_

_Alatreon: *roars out as it prepares to do Escaton Judgement*_

_Z0: Ah...I have to get rid of another world ending monster…*puts on helmet* See you next time folks!_


	49. Time to Go Turbo Pt 3

_SZ: Almost here...3(technically two) chapters away from hitting fifty chapters for this story, and five reviews away from hitting 600._

_Z0: We have gone far! _

_SZ: Very far, so let us keep it going with the next part of hte Max Steel Arc!_

_Z0: We are broke and own nothing! _

_SZ: Aside original content, so..start us off!_

_Z0: *begins glowing with green energy before raising up both hands before clapping them together, shattering the screen...and the building...and the street* _

* * *

"...And you sure this will work?" Mai asked, looking at Kajun as she worked on the choker that housed her Proto-Armor.

"Of course. Considering there are more of Elementor's species coming, I figured it would be best to upgrade everyone's Proto-Armors to deal with elemental powers," Kajun answered, "Also...been meaning to upgrade yours and go with a different color."

"...I...really never had the time to choose a color for mine," Mai admitted.

"Exactly," Kajun spoke, "Also...I had to add new Turbo energy blockers Steel and I made...last thing we want is hanging around Max to make your clothing go...poof."

"...Good point," Mai muttered.

"And...that should do," Kajun said, moving away from the choker before picking it up and offering it to her, "Give it a try."

"...Okay," Mai muttered as she took her choker back, putting it on before pressing the zipper-like pendant on it, causing her Proto-Armor to appear on her as it was now colored a mix of red and white with the lower half of it a dark-black and gold color, "...Huh. It's almost like my old battle outfit in terms of color."

"I figured it would feel more comfortable that way." Kajun explained, "Lord knows Tsubaki's never gonna give that back to you any time this century."

"I know...and I remember it was something you had given me to deal with my...ahem. Growing body," Mai admitted, "Did not take into account that we'd be sent back in time and de-aged back to our teenage selves again."

"Things have happened since then," Kajun nodded, "And we've improved and -slowly but surely- are getting back up to our original ages."

"It's still an odd feeling." Mai sighed, "I mean one minute we're adults, the next we're teenagers again. But I don't mind, we're back with our friends...and things feel better then in our old lives. Makoto's happy, Tsubaki isn't stuck working for evil jerks anymore."

"Yes...now she's our boss." Kajun chuckled.

"Still a better boss then any from back home." Mai added.

"Even Noel has changed. All her new friends have helped her come out of her shell and become more confident. It's amazing how many times she's just bashed someone over the head to end an argument…" Kajun added as she recalled the last time that happened.

"Eh heh...yeah," Mai giggled a bit, "Even Jin's changed...a tiny bit, but he has changed."

"He's gone from a murderous psychopath to...a weirdo...still a change for the better though…" Kajun muttered.

"True. Tsubaki has been helping him with that," Mai nodded, "...And we know Noel is itching for the chance to write something about those two together."

"Provided they can drop work for a single day," Kajun added, "...tough one thing bothers me."

"Hmm?"

"The NOL...we know Relius is here in our time," Kajun explained, "...Who knows if the NOL had arrived in this time as well, biding their time for the right moment."

"That's true…" Mai nodded, understanding the concern, "But...what could they do? IF they appeared here, they would be diminished so much. And by this point we now have many powerful friends and allies."

"...Yes that is true," Kajun nodded before shaking her head, "One problem at a time. For now..focus on taking care of the other Elementors."

"And making sure Max doesn't overload and make all of our gear go boom." Mai added, "Which is more your job now."

"I swear I thought it would work…"

"Makoto is still mourning her phone…"

* * *

"I swear to god I don't know why I went along with this to make me a portable recharge station idea…" Max sighed.

"Thought it would be a good idea…" Makoto muttered as she was slouched down, holding onto her sparking phone, "Mmm...I had some good date photos in here too…"

"Good thing I got backups on them on my phone and laptop back home," Ben spoke.

"Eee! Best boyfriend!" Makoto beamed as she shot up and hugged him.

"You know, you two are possibly the most wholesome couple on Earth...and in a sense, neither of you are even down to Earth…" Max muttered.

"What's...no...no...I see your point." Makoto muttered, "It did take us getting stuck in space to work through the initial hang ups of going from friends to couple."

"Also I turn into aliens, and your technically not 'human'," Ben added with air-quotes around human, "Which...I think has made Azmuth and people who categorize species on worlds upset knowing Earth now has other species of sentient life."

"We are a weird bunch." Makoto finished.

"You two even talk from the same point and finish each other's points." Max chuckled, "Honestly, the only thing missing is a ring."

"?!" The two tensed at that, a blush forming on their cheeks.

"W-well that's…" Ben sputtered out.

"We uh...we don't know…" Makoto sputtered out as well.

=I'd dread what their offspring would be should they...as the Earth saying goes, tying the knot= Steel commented.

"Excuse you?!" Makoto snapped as she shot up, "Our kids would be amazing!"

=Yes...amazingly unpredictable=

"Ah forget Steel." Max chuckled, "I bet you two would be fun parents...but I also do expect them to inherit your combined energy…" he chuckled, "Oh man Babysitters will be impossible." he kept laughing.

=Why do humans sit on babies...isn't that dangerous?=

"No no. Babysitters are people who look after someone's kids while they're busy," Ben explained.

=Why would you entrust a child with a stranger?=

"Well they aren't always a stranger. They are people like that nice kid on the street, or a family friend, or your parents." Makoto explained, "Though I bet the only ones who could handle kids with mine and Ben's energy...and my physical abilities...would be my parents. Maybe Tsubaki...Noel would just spoil them...I don't think Mai has the strength to punish them...and Kajun's just out of the question."

"What about Ragna?" Ben asked.

"Eh. He's more like that cranky uncle...who likes kids," Makoto answered, "Seriously the kittens in the Kaka Clan love him."

=Kaka Clan?" Steel and Max repeated.

"Race of cat women that hide their faces until the find someone they want as a mate," Makoto answered.

"That is both the weirdest and potentially most fun thing ever," Max muttered, "Anyone ever do the invisible wall cat trick on them?"

"..."

"...Makoto…" Ben spoke.

"Aw come on~" Makoto pouted, "Laser pointers work the same way, so why not?"

"Cause of the fact that works. I mean can you imagine how most will freak out when they think there is an invisible wall?" Ben argued.

"..." Makoto pondered at that, imagining a chibi Argit laughed at the freaking out Kaka Clan women as they tried to get out of the 'invisible wall'...until their claws tore into it, freaking him out as they began to chase him, "...Okay good point."

"...You were imagining Argit doing that, weren't you?"

"...Maybe."

"Well if he did it...I wouldn't care what happens after." Ben admitted.

"Oh…"

"I Imagine this Argit gets into trouble a lot…" Max guessed.

"Would you believe he tried selling a universe destroying bomb to a bunch of space mafia frogs?" Makoto asked with a deadpanned look.

"So butt monkey...got it." Max understood.

"More like butt rat," Makoto snickered, "Anyway...let's train a bit so we can be ready for more of hot head and rock for brains' brothers."

"I'm sure we can stop water with ice or the cement plan…" Ben spoke, "But I'm not sure how we stop a monster made of wind…"

"Unless you use something simple like a vacuum or a balloon," Max added.

"Or do a reverse rotation for the wind part if it's a tornado," Makoto shrugged, "But back to training...and I think I got hte perfect training for your speed form, Maxy."

"...and that is…?" Max cautiously asked before Makoto brought her gauntlets out.

"DODGE!"

"?!" Max's helmet formed just in time to block a punch that still sent him flying back.

"..." Ben looked at Makoto as she held her hand up as her fingers twitched, "Helmet too hard?"

"Surprisingly yes...ow~" Makoto winced, "...may as well stick to projectiles then."

"Wait what?" Max blinked before barely avoiding Makoto's energy punch.

"DODGE!"

"WOAH BOY!" Max yelped as he dodged another energy punch, "I think this is less training and more you trolling me!" he complained dodging another energy punch, "I feel this is undeserved aggression!" he jumped over another before grabbing Steel, "Go Turbo Flight!" he spoke jumping up and changing into his flight mode as he avoided each and every energy punch with his amazing flight speed and control, "If it was something me or Steel said, I am on record not smart, and Steel is just a pain in the ass for everyone."

"Oh I know...I'm mostly aiming for Steel," Makoto 'sweetly' smiled as a giant electrified energy fist engulfed one of her gauntlets, "Mostly for the airheaded comment from yesterday…"

=And yet I'm not wrong…= Steel replied.

"Steel-arang time!" Max panicked yanking Steel off his chest and charging him up before tossing him to let him crash into the energy fist causing a huge explosion, with Steel flying through proving to have more power as he hit the ground in front of Ben and Makoto, the small bit of energy left going off with small burst of energy, just enough to knock them over and into one another, "Sorry!"

=Ow…=

"Heh heh…" Makoto smirked a bit.

"...You totally got that 'DODGE' bit from DBZA, didn't you?" Ben asked.

"May~be~"

"You two...need a minute?" Max asked in a teasing tone as he floated down and looked at the position they fell into.

"Hmm?" the two blinked before noticing their position, "...AHH!"

"What's going o-" Tsubaki began as she poked in...and noticed the position Ben and Makoto were in, "...Benjamin Kirby Tennyson...Makoto Arcornia Nanaya…"

"It's not what it looks like!" the two panicked when she pulled out the paper fan.

***SMACK!***

"Honestly you two...you're supposed to be imparting your years of combat experience onto our new friend...not goofing around and flirting…" Tsubaki sighed.

"We weren't…" both cried with massive swelling bumps on their heads.

"Steel replay…." Tsubaki turned to the good UltraLink.

=With pleasure= he 'smiled' with his singular eye forming a holographic screen showing Makoto's evasion training.

"Dodge...really?" Tsubaki asked with annoyance.

"It was to help him with reaction speed!" Makoto defended.

=With telegraphed attacks…= Steel added.

"Shut it!" Makoto hissed.

"...Ugh," Tsubaki sighed as she rubbed the bridge of her nose, "Honestly…But considering it was an accident..." she muttered as she looked at the last bit of footage, "...I'll let it slide for now."

"Oh phew…" the two sighed in relief.

"But next time I catch you two in such a position…" Tsubaki paused as she pulled out a metal folding fan, tapping it as the two tensed up, "Understood?"

"Yes ma'am…"

"And you two," Tsubaki aimed at Max and Steel next, making them tense up, "Next time think of a proper strategy and keep Steel in control, Max…"

"I try...but he's not exactly easy to get along with, Boss." Max sighed, already getting use to the chain of command, "It's easier to just throw him and let him explode most times."

=I still don't like that!= Steel complained.

"Well if you stop putting your foot in your non-existent mouth, you wouldn't be thrown like a got dang boomerang!" Makoto argued.

=Don't you start with me, bushy tail!= Steel complained as they glared at one another.

"See…" Max sighed grabbing Steel by his 'head' and slamming him back onto his chest plate, "I think maybe spending too much time around each other is the problem. Makoto doesn't need Steel to survive like I do, so how about we take a break, send Steel back with the nerds where he's helpful and productive, and I can train with Rook in hand to hand combat, and these two...don't have to explode at each other."

"I second that idea!" Makoto spoke up.

"I feel like a tag-along when they argue so...ditto." Ben chuckled.

"Motion carried then," Tsubaki nodded

"How are you so good at dealing with this stuff Max?" Ben asked.

"Oh well before I moved to Copper Canyon, I was pretty good at taking care of kids...kinda the same logic here…" he chuckled.

"Well now I feel like an underpaid babysitter…" Tsubaki sighed, "But I can't deny how useful your method of thinking proves…"

"I tend to get that," Max shrugged.

He's a pretty chill guy too," Ben added.

"And knows a good pun or two," Makoto nodded before she and Ben blinked.

"...Thinking what I'm thinking babe?"

"Oh yeah~"

"Hmm?" Max raised a brow.

"...what are you two…?" Tsubaki began.

"We were thinking maybe after this elementor business is done with, we can have Max join our team," the two answered.

"Well...Max's powers make him a great danger to any enemy who relies on technology. He has proven to be as strong as the two of you." Tsubaki listed, "He'd be a great addition to the team...also he can keep Kajun busy with constant requests…"

"Exactly," the two nodded.

"However...that's Max' choice to make whether he wants to join or not."

"It's not like I can go back to normal highschool and homework after all this…" Max sighed looking at his armored hands, "'Sides, with my powers it probably would be safer if I was around people, and technology that could handle my Turbo energy if it ever flares up. And honestly, after getting all this...no way I can just sit around and not take a crack at this Hero stuff. Finding out how to handle school will be a hassle though, I don't want to give up on that…" he rambled.

"I think we have more than enough ways to help." Tsubaki smiled.

"Thanks. Plus if we fix up the ground bridge tech more, I can still come home on my off time." he chuckled.

"And more places to go and hang out at," Makoto added.

"Trust us man. You're gonna fit in with us just fine," Ben assured.

Max smiled at that before his phone played a tune, "Ah. That's my mom."

"Have you told her about...all this exactly?" Tsubaki asked.

"Not...exactly…in...many...words…" Max muttered, "Like none...none...I just told her what me and Uncle Forge thought of...trust me...we are afraid of her for a reason." he walked off to answer his phone.

"It's never easy telling a parent you're now a superhero." Ben explained from personal experience.

"Very true," Makoto nodded.

"...I figured you'd be panicking given how your mom…?" Ben began.

"They've supported me when I got my job…" Makoto stated...before her ears drooped, "But they're probably worried sick about me...and I have no idea where they are."

"I'm sure if you show up on the news enough, they'll try to find you." Max offered, "I mean your speech from the day you guys came back to Earth is viral."

"...True…" Makoto muttered, "...But I still can't help but worry you know.."

"Donn't worry. We'll find them," Ben assured, putting a hand on her shoulder as she gave her a reassuring smile.

"Sides now you got an extra hand." Max offered, "You think all your families are stuck here?" he turned to Tsubaki for that question.

"...I'm honestly wondering about that," Tsubaki answered, holding her chin in thought, "Me and Kajun have been using the computer at Plumber HQ to see if we could find anyone else from our time….so far no results."

=If your from the future, can't you track the residual temporal energy residue stuck to all of you?= Steel pointed out, =I mean...if I was to call it a smell...you'd stink of it=

"...Hmm...I might have to bring it up with Kajun," Tsubaki whispered, "I'll go talk with her. You all relax until we're needed...and no 'Dodge!' training, Makoto."

"Fine…" Makoto pouted as Tsubaki walked off.

"Let's find someone else to annoy." Ben offered.

"But who else can we annoy?" Makoto asked, "Not like any of your enemies will pop up here…"

=Attention Plumber personnel; one Dr. Animo has been spotted in town leading a mutated animal army= the intercom went off.

"..."

"First one there gets to interrupt his monologue!" Ben spoke running off.

"Wh-?! Hey~!" Makoto complained as she chased after him.

"...Well. May as well join 'em," Max shrugged as he followed suit.

* * *

"Yes...yes my army! Scout the city for any potential allies to our cause!" Animo declared as he pointed forward, leading an army of mutated minks with bat wings on their backs and long sharp claws, "Soon they will cower at the might of our Mink ar…!"

"Are those weasels?!" Makoto's voice shouted, making Animo stop and twitch as a multitude of emotions flooded his exposed brain, "Oh my god he made Kamaitachi!"

"Minks! They are minks thank you very much!" Ammo barked before blinking, "...wait. That voice...Tennyson's squirrely girl partner! And if she's here...Ben Tennyson is here too!"

"Hi Animo!" Ben waved as he looked up to see them watching from a roof top, "Oh my god your right babe...they are those yokai things."

"See...Kamaitachi!" Makoto smiled, "They even have the cute hand blade claws…" she smiled tauntingly.

"Grr...They are Minks! Not weasels!" Animo barked, "Also I am honestly surprised to see you two here. Are you on vacation by any chance?"

"Eh…" they shrugged, "It's kinda complicated…"

"What...how is it complicated? Either it's work or vacation...which you two seem to take a lot. Which I'd imagine is probably moving fast for a young couple...but then again you aren't normal either…" Animo muttered.

"And proud of it, Doc!" Makoto laughed, "Wait...how'd you get out of your cell...did you..._weasel _out?" she giggled.

"G...gh…" Anima twitched at that before taking a deep breath, "No...a Galvan by the name of Chadsmuth bailed me out again…"

"...Ugh. Of course he would," Ben facepalmed.

"Eh should've expected that. I mean lawyers can be a bit _weasely," _Makoto punnded, earning another eye twitch from Animo.

"Your evil...you're an evil evil girl…" Animo replied, his eyes still twitching.

"How rude!" Makoto huffed.

"And now you're just referencing 90's TV!" Animo snapped.

"It's called a hobby! Mine is binge watching nice TV shows!" Makoto countered.

"Why haven't you come down and attacked yet!?" Animo complained.

"We're field testing the new guy." Ben smiled.

"New...guy…?" Animo blinked before a large object slammed into the ground making him turn to Max in his Strength mode.

"Sup?" Max asked, standing up to his full towering height.

=Human with too much curiosity into the field of bioengineering, veterinary science, and self modification...surrender now. Or we will be resorted to...Smashing= Steel spoke up.

"Which we will do to your little weasel army," Max added.

"M-I-N-K! _MINK! _NOT WEASELS! MINKS!" Animo snapped.

"Then why do they have cute little sickle hands?" Max argued.

"..." Animo scowled as he put his hands on his head, sending out a hypnotic wave to his army, "Attention my _Mink _army; destroy this new nuisance!"

"Aw...they think they can scratch my armor...their cute little fuzzy nope-ropes!" Max laughed as their claws bounced off his armor doing no harm at all. He then grabbed the tail of two before swinging them around like nunchucks and bashing them into their comrades, "Bruce Lee movies you've never failed me." he laughed, swinging one of the mutated Mink's and smacking another away, "Come on now, don't make this too easy!" he laughed, tossing the two in his arms at Animo.

"Wh-?!" Animo began before the Minks hit his face...and began to fight one another in a fight cloud, "GAH! GET 'EM OFF! GET 'EM OFF! I MEAN GET OFF ME! I COMMAND YOU!"

"Wow that was kinda fun." Max laughed, "But I think I should save the Evil Mad Scientist now." Max lifted his hands up as they began glowing before slamming his hands together letting out a thunderous clap that spooked all the Minks and made them stop….and began to run and leave.

"Wait...wait! Come back! I command you!" Animo ordered, his face littered in claw marks as he shouted at the fleeing minks, "Grr...curse you Ben Tennyson! Curse you and your girlfriend and your meddling ways!"

"Oh wow he does say that." Max noted, "I thought it was a joke…"

"Nah, he's like the Tennyson family nemesis." Makoto replied.

"Don't you dare think of pawning me off on your kids in the distant future!" Animo barked.

"Too late! Already thinking it!" Makoto laughed.

"D'oh...you..!" Animo began before he was suddenly caught in a net, "Ahh!"

"Oh my...he really is here," Noel sighed as she, Rook and Mai ran over, "Why is he all the way out here?"

"I believe there was an exhibit on a rare type of mink in one of the local pet shops," Rook guessed.

"So he led an army of weasels?" Mai guessed.

"_MINKS_!" Animo snapped.

"...oh what did he do to the poor things?" Noel pondered before she noticed a particularly small mink hiding behind a lightpost, "...Mmmm~"

"...No-" Rook began before a dust cloud in Noel's shape took her place.

"KAWAII~!" Noel squealed, cuddling the mink, "This is one that I am alright with since he actually made these minks cuter!"

"C-careful! Those claws are not to b-" Animo began before the Mink Noel was holding retracted its claws and began to nuzzle against her, "...How does she have this affect on my animals?! And why is she the only one that correctly calls them minks?!"

"She just has a way with them," Makoto shrugged, "Ben asked her about how to scratch just the right places to…"

"Not the time," Ben whispered.

"...Still the fact he made a bunch of Kamaitachi is honestly amazing," Mai muttered.

"M! I! N! K! _MINK! MINK! MINK! _Does no one even pay attention?!" Animo complained as Rook picked him up.

"Dude...it's a long fuzzy animal...with sickle like claws that can also fly…" Max explained, holding up one of the big ones he caught before it ran away, "You made a yokai from Japan. You just used a different fuzzy animal."

"..." Animo slowly blinked at that, "...GAH! You're right...I nearly pulled a Kamikaze!"

"Yes yes. You can ruminate over it in a cell," Rook stated as a ground bridge opened before the group.

"Oh that's new," Animo spoke in interest, "When'd you get this gizmo?"

"Recent." Mai replied already used to this song and dance.

"Oh this is nice~" Animo complimented as he was led through, "And more convenient…"

"The one for Bellwood isn't up yet, so...you're stuck here for now, Doc," Makoto stated.

"Oh fine fine, It shall make a nice holding cell till we get back to familiar environments." Animo sighed.

"Good boy," Makoto smield as Rook walked him into an opened cell, "Now stay and behave like a good mad scientist."

"I'm staying because I want to…" he pouted.

"Of course you do," Rook said as he walked out of the cell, letting it close right behind him.

"So...that's your first Nemesis." Max spoke.

"I mean...he's been around since I was 10...which...I was a lot dumber so he was a lot harder sometimes." Ben explained.

"Four years of puberty have not made you that much smarter Ben...you just got better at what aliens you use." Animo argued.

"And you just stick with the usual mutated animal schitck," Ben countered, "...Outside that time you got jacked in the Null Void."

"It was a good plan!"

"Why do I get the feeling we'll never be rid of you Doc?" Makoto asked.

"Because I am Dr. Animo! I will live forever!" Animo declared.

"You're not gonna turn yourself into a sentient computer are ya?" Makoto asked again.

"What...don't be absurd...how would I eat…" Animo argued.

"...okay good point…"

"He sounds more like a whacky family friend then your hated nemesis." Max pointed out.

"Wha...no he still hates me." Ben argued.

"Of course I do! Hating you gives me reason to keep on moving! If I can't overcome you, then what's the point?"

=Wow...talk about determination= Steel noted

"No kidding," Max muttered, "...Still, not a bad first time at this super hero thing."

"Gah! Beaten by a rookie?! Using me to train your new friends!? How dare you Ben!" Animo complained.

"It worked for Rook and Makoto…" Ben argued.

"D'oh!" Animo facepalmed...before looking at Noel as she was still cuddling the Mink, "...by any chance can I…?"

"No." she denied while walking away, "Gonna have to think of a name for you." she smiled.

"Mmm…" Animo pouted, crossing his arms as he turned his back to them.

* * *

"Amazing…" Kajun noted as she examined a computer showing data on Max's forms thus far.

"What now?" Tsubaki asked, walking in to check on them.

"Well I was checking the data from the team's little scuffle with Animo...I believe Max's Turbo Strength form is getting even stronger." Kajun explained.

"Stronger? Is that possible?" Tsubaki asked.

"We are running on the theory that his forms channel his Turbo energy into his new powers." Berto spoke up.

"Turbo Energy itself is rare and unexplored as far as what it can't do yet." Fixit added.

"Going off this data, at first Turbo Strength matched Fourarms in strength...now he's matching Humungousaur." Kajun added, "I believe the form can just grow in strength as long as Max has Turbo energy reserves."

"So your saying...his potential is impossible to estimate?" Tsubaki blinked, unable to fully understand Kajun's gibberish math and equations.

"Exactly."

"And what of Flight mode?" Tsubaki asked, figuring she had more to say.

"It's speed is amazing, very comparable to Jetray," Kajun went on, "And I think it can just keep flying as long as Max has energy."

"I see," Tsubaki noted, "Anything else you've found out?"

"Well...aside from how powerful Steel's armor is...I got word from Azmuth…" Kajun replied.

"And?" Tsubaki asked.

"...He won't be able to make it till tomorrow our time...as he is currently in the middle of working out on a space warping generator intent to create a pocket dimension sustained within a small area. Effectively pulling a Doctor Who of...it's bigger on the inside." Kajun explained in simplified terms, knowing Tsubaki would snap if she spoke...too technical, "Only you know...out in space...and not with a closet like Magister's closet of dangerous things and tools."

"So we have to wait another day to fix the Omnitrix...well at least we have Max." Tsubaki sighed, "And thankfully Ben has Makoto or he might be pouty...or try something stupid like keep trying to use the Omnitrix."

"I could try and make a device to measure how many times Ben can use it till...you know…" Kajun trailed off.

"Goes Boom?" Berto asked.

"Dies?" Fixit asked.

"Yes…" Kajun replied slowly.

"Hoo boy," the two gulped at that.

"...Get right on that," Tsubaki spoke, "Until then...we'll have to stick with keeping Ben as our last resort and prevent him from transforming unless absolutely necessary."

"Of course," Kajun nodded, _'...and knowing us, something is bound to happen any second now.'_

* * *

The Fire Elementor growled out as it finally returned to the edge of the city, literally burning mad as it began to look around. He stopped when a sudden gust pushed him down. He looked up at an Elementor who looked like a tornado given humanoid shape with a fanged jaw and glowing red eye. Beside him was an Elementor made of water, who unlike his siblings had a tail and had fins going down his back.

"**...grr...what do you want?"**

"**Fool, Earth is already in lock up. Going in without a plan will just get you taken down,"** Air replied with a growl.

"**I will not stand by and be humiliated by a bunch of filthy human brats!"**

"**Silence!" **Air snapped as a sudden gust pushed him down, **"Our objective has a greater goal then petty revenge! The awakening of Turbo Energy means we have a chance to free our brothers and master. But only if we play...**_**smart**_**." **

"**Grr…"**

"**It is best to listen to what Wind says…" **Water spoke.

"**Oh, of course you'd say that, Mr. 'Go with the flow.'"**

"**Indeed, Mr. 'Hothead.'"**

"**Rrrr…"** Fire snarled before Air held a hand up and Fire gagged as his body started going out from lack of oxygen, **"U-Uncle...Uncle…"** Wind lowered his hand and Fire gasped and panted as his flames returned to their previous state, **"Gah! I **_**hate**_** when you do that!"**

"**Which is why I'll keep doing that whenever you don't want to calm down,"** Air stated, **"Or do you want Water to give you the thing that Earthlings call a 'swirly' in the ocean?"**

"**...Grr…" **Fire growled as he turned away.

"**We have to contest with Tennyson. We can't underestimate the power of the Galvan's Omnitrix." **

"**...True...given now he has the power of a Fulmuni."**

"**As well as other problematic alien races,"** Air added, **"I will not lose our only chance...to idiotic choices made in anger…" **

"**Try telling that to Earth...who's currently been captured by those flashbags."**

"**And why do you think he was captured…?" **Water asked.

"**..."**

"**Exactly.."**

"**Let us hope those humans can pull off a distraction...then maybe I can get through to my own plans," **Air spoke.

* * *

"...Ben, starting to get that feeling again," Makoto spoke, "That feeling that something's about to affect the weather."

"Might be the Wind Elementor." Ben figured, "If he's made from a storm...he might have power over the weather."

"...Least its not those stupid Weatherbots again," Makoto muttered.

"Weatherbots?" Max repeated.

"These goofy robots with weather based powers." Ben explained, "We fought them...like ages ago now…" he muttered looking at Makoto.

"They have been hard to find again...maybe they are off planning something." Makoto offered.

"Still it be too strange for them to show up now as so many new and old villains are gathering here." Ben added, "I'm sure Forever must be plotting something right now. And those Elementors are on his side."

"Given how doctor Creepy was when that fire one appeared, I doubt that," Max chimed in.

"Yeah but that guy has a habit of pissing off anyone." Makoto argued, "I'm sure Forever who seems a lot more smooth in his approach could talk them into helping."

"So what do you think is his next move?" Max asked.

"Probably...nothing good…" Ben sighed, recalling how easy it was for Forever to get under his skin and mess up his instincts.

* * *

Molly sighed returning home, she expected Max to be late again. Assuming what might be going on as her brother looked after him, she knew he'd be fine. If only they could stop thinking they could hide things from her. She stopped as she heard knocking at the door.

"Max? Your home early." she spoke, opening the door only to pause at who was standing on the other side.

"Hello Ma'am…" Forever spoke as his visor flashed, "Can Max...come out and play?" he asked as his Knights walked out from behind him.

-line break-

"...Tsubaki, we may have a problem," Rook spoke, earning the red head's attention as he walked in, "People have spotted people in armor in the neighborhood...near Max's home."

"?!...Forever must be trying to lure Max out," Tsubaki whispered, "...Rook, go get Mai and Noel. We're going to intercept them before things escalate."

"Understood," Rook nodded as he rushed off.

"Lets go." Tsubaki ordered as they began leaving, "Fixit, Ground Bridge!"

"Yes, ma'am!" Fixit saluted, "Should we inform Ben a-"

"No. If Ben and Makoto find out, then Max will find out and rush off..and that's what Forever wants!" Tsubaki shouted as Rook came back in with Mai and Noel.

"Right!" Fixit saluted again as he pushed the button with his other hand letting them run into the portal.

* * *

"Look...I don't know what you want with my son, but I swear if you touch a hair on his head…" Molly began with a frown, currently tied up as she glared at Forever.

"You'll run me through with that energy ninja sword of yours?" Forever responded, "It took me a while to narrow it down to you. But when I found your name and your file said you had a son named Max...well then it all made sense." he went on, "Your training is Plumber, specifically the branch that works under the N-tek cover, or rather you used to be...till you had your half alien son...a member of the Alien Tachyon race…" he went on, "But being he's only half...he can't regulate his Turbo energy."

"Wow...it is creepy you know all that so fast…" Molly replied.

"You are indeed Max's mother…" Forever groaned at that.

"So...how do you know so much about my family, Lancelot…?" Molly asked.

"Please don't compare me to that specific knight…" he sighed, "I have some class...but if you must know. I make it my business to acquire information. By any means, and a certain business partner knows all about you. And I do mean..._All_….even what happened to your husband." he spoke as Molly's eyes widened, "Not that he'd tell me...but believe me...Max is very important to him...or rather his Turbo Energy is."

"...You so much as harm my son...there is nowhere on Earth you can hide from me," Molly threatened, a serious look on her face.

"I welcome you...to try." Forever turned to her, "I could care less for what happens to you or the boy...but I always deliver. Sides...he's only _half human_…" he chuckled walking away.

"..." Molly said nothing as she sat there, glaring at him as he left the room.

* * *

"Gone...just like that…" Tsubaki spoke as they arrived at Max's home to find the mess it had been left in, "There was a struggle...a good one."

"Mrs McGrath did not go without a fight...but where did she go?" Rook added, "Forever is one of our smartest enemies at the moment. Who knows what horrible scheme he has created."

"All just to get Max…" Noel added, "He really went so far as to do this."

"It's sickening…" Mai frowned.

"Agreed," Tsubaki spoke with a scowl

"He wishes to lure Max into a confrontation, where he will no doubt enact his plan to capture Max," Rook spoke.

"We can't keep this a secret…" Noel added, "We do need to tell him…"

"Then we'll just be prepared for whatever scheme Forever has come up with." Tsubaki stated, "First off...we need to find and rescue max' mother...Mai?"

"...Oh no…" Mai sighed, knowing where she was going with this.

"We...need to…" Tsubaki replied.

"Mmm…" she complained,"...Is there even anything in here I can use to...ugh...taste and track them?

"Uhm…?" Noel looked around before she found what looked like part of a sleeve which was torn off in the struggle, "How about this? This shouldn't be that gross, right?"

"...Better then nothing," Mai muttered before holding her hand out, "Okay...give it to me."

"Hai," Noel nodded as she gave the torn sleeve to the bluenette, who stuck her tongue out and pressed it against the sleeve.

"...Okay...she...Oh wow. She_ really_ made it hard for them," Mai muttered, going through the memories in her mind, "Most of the damage is her tossing the goons around...oh...that one had to hurt...Forever was able to take her down with a shock from his glove."

"I see…" Tsubaki noted, "...Any idea where they might've taken her?"

"I'm looking…" Mai answered, closing her eyes as she focused, "They put her in chains to make sure she wouldn't break out…then they quickly went out using the stairs to go out the back…"

"Keep doing this. Rook and I will examine their escape path for more clues," Tsubaki ordered.

"I'll keep an eye on Mai." Noel offered.

"Let us be on our way then," Rook nodded, "Hopefully we c...I had almost performed the jinx there."

"I'm just glad you know how to spot them..." Tsubaki sighed as they ran off, unaware of the wind starting to pick up.

* * *

"...Getting that feeling again, Ben," Makoto spoke, "The weather's changing…"

"It has to be them…" Ben spoke up, "The rest of the Elementors or the Weatherbots."

"They are not subtle…" Makoto pointed out.

"Given what you've said about the latter, no kidding…" Max muttered, "...But just in case...Steel, any news on some freaky looking robots?"

=Nope...just guys dressed up as knights, even this one funny video of a jerk human trying to mess with one and getting beaten up= he laughed, playing a video of a Forever Knight beating some guy senseless with one hand =Hahahaha...humans make the funniest sounds when smacked=

"..."

=Oh right...I probably should have told you that one= Steel realized.

"Yes!" Makoto complained.

=In my defense…= he replayed the video =This is clearly the height of human comedy=

"...Something's in the background…" Max spoke as he looked at the video, "...Steel. Go back a few seconds and pause."

=Okay= he replied doing as commanded, =What are you looking at?=

"Stop looking at the guy's face as he's punched," Max made Steel move his eye to the side.

=Okay okay…=

"There...in the corner? Can you make that bigger?" Max asked.

=Please...childs play= Steel smirked.

"...hmm…" Max pondered as he looked closer, "...Makoto, can you come here?"

"Sure…" Makoto answered as she looked at the image closer, "Hmm...I think I see some Forever Knights trying to get someone back into that van there...she's really putting up a fight too despite being chained up."

"Yeah...but who are they taking?" Max asked.

"...Hmm…" Makoto muttered, "I have...a feeling." she pulled out her badge.

* * *

"Hmm?" Noel blinked, taking out her ringing badge, "Hello?"

=Noel...is there something you want to tell me?=

"Is...Max there?"

=Yes=

"Then no...not particularly…"

=Your voice is getting higher...You're hiding something=

"?! N...no I'm not."

=You're dangerously close to Chipmunk territory...wanna just tell me, 'cause there is this video of the Knights taking a lady...and I have this itching feeling...you know something…=

"Hey look! Mai is walking out the window in her trance! Gotta go!" Noel yelped, tossing her badge over her shoulder and into the closet before running off.

* * *

"Well...she wasn't lying about the Mai walking out a window thing...so...they are in detective mode...without _me_!" Makoto complained.

"Babe, you hate crime dramas…" Ben reminded.

"Yeah, unless I'm part of it!" Makoto argued before slumping, "Mou...it's not the same if the girls are doing it without me~"

"There there…" Ben sighed, patting her head, "You can solve this mystery, which I'm willing to bet will reunite us with our friends, and _then _you can guilt Tsubaki by fake crying into her shoulder 'till she cracks."

"You've done this before, haven't you?" Max asked.

"Yup/Hai," the two replied

"Well I got a bad feeling I can't explain...so mind helping me out here?" Max asked.

"You've come to the right friend!" Makoto cheered.

"I'd like to go on record that the only detective I like is Batman," Ben added, "I'm more into the 'waiting for the smart people to do this' part for me."

"Well that's what I was doing," Makoto smirked.

"Give him a second," Max replied.

"...Hey!" Ben realized.

"Babe, you know how I be," Makoto smirked, "Former intelligence agent after all~"

"This is why I dread birthdays and Christmas shopping for you," Ben replied, "Something tells me you are the 'sniff out the gifts' type."

"..."

"...You totally are, aren't you?"

"...Maybe...and certainly did not get in trouble with my mom and Tsubaki over it," Makoto muttered, shifting her eyes back and forth.

"Alright...I'm hiding your gifts in Alien X from now on," Ben sighed.

"Wha?!" Makoto gawked, her tail shooting up, "Ah man…"

=Not so smart now, huh, Ms. Blabbermouth?= Steel snarked.

"...I will harm you, and I will make it look like an accident."

=Telling me that just lets me know who to blame=

"Girls, girls, you're both pretty..." Ben spoke as he moved between the two.

=HEY! I am _not_ a girl!=

"But maybe let's get back to who the Forever Knights had kidnapped for whatever purpose," Ben finished.

"...Fine…" Makoto muttered as she looked back at the screen, "Hmm...We may need to find a Forever Knight and interrogate them."

=And how can we do that?=

"Simple...every orginazation has one simple thing they have in common...a dumb grunt."

* * *

"...Okay...this was their last known location before moving," Mai whispered, looking out at a small gyro restaurant.

"...Gyros?" Rook raised a brow.

"Maybe they wanted some lunch," Noel guessed.

"That's...That sounds silly...but...I wouldn't be shocked." Tsubaki sighed, "But why Gyros?"

"Not sure myself," Mai shrugged before tensing, seeing someone coming out of the restaurant.

"Okay...I got thy number 1s, a few number 3s with chips, a few fish options with chips, a six with extra dip...a few teas, and a extra large number 2," a Forever Knight muttered as he stepped out, a dent on his helmet as he carried some bags of food, "Perfect...just gotta get back t' base and...oi. Oi, Gary! Where are you?!"

"...This can't be a coincidence…" Tsubaki whispered, "...But we can't past this opportunity up."

"Indeed. Perhaps we can interrogate him a-" Rook began.

"GET HIM!"

"Hmm? The bloody hell w-" the forever Knight began before he was suddenly tackled over...by Makoto, Max, and Ben as he was suddenly tied up, "Ahh! I've been shanghaied again! Oh, Gary will be most vexed with me."

=I can't believe that worked…= Steel deadpanned.

"Honestly, I figured it was a fifty-fifty chance…" Max explained, picking up the Knight, "I smell food…" he looked down at the takeout that somehow survived all that.

"Must've been buying lunch," Ben guessed.

"Would it be wrong to steal food from the bad guy?" Makoto asked.

"We just ate…" Max argued.

"I can eat again…" Makoto replied.

"Please don't. I do not have the riches to obtain another feast for another week," the knight pleaded.

"Are...you okay?" Ben asked, raising a brow.

"Aside from thine situation and the fear of the dangerous maiden wanting to eat the feast I procured? Yes."

"...did...you get into an incident?" Ben asked, pointing to the dent.

"Hmm? Oh no...I've had this since I've been a squire for thy king and thy fellow knights."

"...What did I tell you? There's always a dumb one," Makoto whispered to Max.

"Wait...why are you still...talking like that? I thought that Forever was done with that when he took over?" Ben pointed out.

"Oh he did. I just like doing it because of our heritage as knights," he replied, "Now can I please have thy feast back for my fellow knights, please? Gary will be very vexed if he learned I lost lunch again."

"Sure," Max replied, "If you don't mind us tagging along."

"Oh...well sure. Can those spying on us come along, too?"

"Su-wait...spying?"

"Ahem!" the three tensed, slowly turning to see Tsubaki and her group staring at them.

"Hi Boss...we can explain..." Max replied before a few moments of silence followed, "Okay, so we can't fully explain...but I got this bad feeling, we saw a vid of these guys kidnapping someone...so we tracked uh...what's your name?" he asked the Knight.

"Oh. It's Larry, my good sir."

"So we tracked Larry here," Max continued.

"..."

"Oh you're still mad." Max realized.

"That...and I think they know who it was who was kidnapped," Makoto noted, making the four tense up, "Ahh see?! I knew it!"

"...N...no we do not," Rook denied.

"You can't hide anything from me. Your mistake was involving Noel!" Makoto declared, pointing at said girl.

"Ano..I don't know anything about the woman captured!" Noel meeped before covering her mouth, "?!"

"...we never said it was a woman."

"Mmm!" she covered her mouth to keep from talking.

"You won't escape that easy~" Makoto smirked.

"Now Makoto...please just…" Tsubaki began.

"I've been saving this one for a while now…" Makoto reached into her tail and pulled out a plush animal of Pikachu, "Come on Noel...information for the cuddly Pikachu~"

"..."

"...Noel be strong," Mai whispered.

"If you boop it's nose, he says 'I love you' in Pokemon speak~" Makoto added.

"?!"

"...Noel pl-" Tsubaki began.

"We were tracking the Forever Knights because they captured Max's mom to lure out Max!" Noel caved as she became a blur and snatched the Pikachu from Makoto, "Mmm~! Fwuffy Pika~"

"...wait. What was that about my mom?!" Max exclaimed in shock.

"Noel!" Tsubaki complained.

"...I have no regrets…" Noel replied, _'Now I got something to go with Eevee and Vuplix for a fwuffy trio!'_

"Told you she was getting more sassy," Makoto smirked before blinking in realization, "Wait what…"

"Well...no point hiding it." Mai added.

"Plus it seems like Max would have found out regardless of if we hid it or not." Rook sighed.

"Uh yeah!" Max complained, "Ah...if my Mom was any kind of normal mom...I'd be a lot more panicked. But according to my Uncle Forge...Mom is like a kick butt super ninja…"

"She did knock out like 20 knights before they captured her." Mai added.

"Might explain the dent," Ben noted, pointing to Larry's dented helmet.

"Woulds thou believe it twas smaller before the lady smacked me with thy vase?" Larry asked.

"Yes...yes we do believe it." Makoto and Ben replied.

"I mean I'm still worried...but I'm willing to bet even by the time we find her she's busted out." Max groaned, "Alright...let's just pretend none of the last few minutes never happened and lets go find my Mom."

=I've already deleted the last couple minutes of this for my own mental health= Steel replied.

"...We might as well stick together then," Tsubaki sighed, "Now let's hurry and go rescue Max' mom before something happens."

"Like the weather suddenly picking up?" Makoto asked.

"Yes l….the Weatherbots are back are they?" Tsubaki sighed.

"Worse…" the group of Ben, Makoto, Max and Steel replied.

"...The other Elementors," Tsubaki realized.

"And Max is out here...in the open.." Mai added.

=I'm hiding his energy, not even your crazy mad scientist friend could find him…= Steel added.

"...Okay. New plan...we hurry and rescue Max's mother, we have Fixit open a portal for us to escape in, and then we prepare to fight the other Elementors," Tsubaki stated, "One half will distract as many guards as we can while the other half sneaks in and goes to rescue Max's mom."

"So...who's the most distracting amongst us?" Makoto asked as everyone looked at her, Ben and Max.

=Oh no…= Steel realized.

* * *

"...Dang it. Where's Larry with our lunch?" a Forever knight muttered, standing outside of a large unlabeled building and before a large door.

"Maybe he got lost again, Gary…" a second one added.

"...He better not. I don't want another incident where he spent our money on King Author memorabilia…" the first muttered.

"Did he ever put back that replica of Excalibur from the display?"

"Shit…" one cursed.

"...Oh Forever is not gonna li-"

"SPOON!" Makoto declared as she shot by slapped the three upside the head, causing their helmets to spin around.

"Ahh! I can't see!"

"Intruder!"

"Where?!"

"I can't tell! My helmet is backwards!"

"Mine too!"

"Me three!"

"Heh heh...ahh this is too good," Makoto chuckled as the three knights managed to fix their helmets.

"There she is! Call the others a-" Gary began before he felt a pair of fingers tap him on the shoulders...making him turn to see Omni-Enhanced FourArms and Max standing right behind them, "...Parlay?"

"Only works for pirates, dude…" Max stated.

"Hehehe." Fourarms chuckled as he punched Gary out.

"No wait we!" the other two began as Max grabbed them by the helmet and bashed them into one another.

"That should alert some guards," Max grinned, mentally counting down before a loud blaring noise was heard, "...Yup. Called it."

"Been meaning to vent after dealing with creepy doc Relius...may as well take it out on some grunts," Makoto grinned, banging her gauntlets together as mpre Forever Knights began to storm out.

"Steel...Go Turbo Strength!" Max shouted as changed to his hulking Strength Mode.

"Come get us, guys," Fourarms challenged.

"GET THEM!" the lead knight shouted as they charged, unaware of Tsubaki and the others slipping into an opened window as Fourarms and his team began to fight the knights.

"You know...it's almost unfair!" Max spoke as he grabbed a Knight and used him as a club to beat his friends and co-workers, he then spun around and tossed him at a large group of them, "We got all this muscle...and they got so few goons."

"Agreed" Makoto laughed, jumping over a pair of knights as they crashed into one another before landing behind one and delivered a left hook the the back of his head, "They just don't make grunts like they used to!"

"Don't get to cocky guys! Who knows what weird new tech they got!" Fourarms grunted swinging a lariat with his lower arm as he knocked over several Knights in one swing, "But...this is really fun." he swung a backhand that sent a Knight flying off and through a wall.

=Oddly it is= Steel admitted

* * *

"...Everything seems to be clear," Rook whispered, poking out from behind a corner as he looked into a large storage room.

"Now where could they have put her…" Noel began, "Max's mom is very scrappy...so she must have caused a lot of trouble on the way in."

"...she's probably in a room on the far side of the storage area, or inside one of the crates," Tsubaki guessed, "Mai?"

"Hmm…." Mai mummered, closing her eyes as she looked through the memories again, "...I can't pinpoint it…"

"It must have been too long now." Tsubaki sighed, "And Forever has a lot of info on all of us. He must have planned for your ability."

"...Shoot," Mai muttered, "So now what are we gonna do?"

"...We'll have to split up," Tsubaki suggested, "Mai, you and Noel check the crates. Me and Rook are gonna look for a door."

"Hai," Noel nodded as they two rushed off quietly, making sure to avoid any cameras.

"Rook, keep an eye out for any suspicious activity."

"Understood," rook nodded, keeping his Proto-Tool ready as they began to search.

"Oh this is gonna be a long one…" Mai sighed.

"Hai…" Noel sighed as they began to check some of the crates, "You hear anything Mai?"

"No."

"...Wish Makoto was here…".

"She is...oddly good at this." Mai admitted.

"Agreed...oh!" Noel gasped, "I think I know who could help!"

"Eh?" Mai blinked before something rustled inside Noel's outfit before it reached her collar and poked its head out, "...isn't that one of the minks Animo had?"

"Hai, I kept her with me," Noel nodded as the Mink slid itself out of her Proto-armor, "Okay Mari...need your help finding someone inside this room."

"...Mari?" Mai repeated as Noel put the Mink down.

"I...may have had Brand New Animal on the mind," Noel admitted...before she slumped, "I miss that show…"

"I think it will come out in several more years.'

"The wait is still too long!" Noel argued.

"Nevermind…" Mai sighed, "Let's see if she can help."

Mari began to sniff around a bit, her tail swaying a bit as she scurried about and began to examine each crate and every part of the room.

"...I am surprised how fast Noel was able to tame one of Animo's creations," Rook noted.

"She just has a thing for cute creatures." Mai sighed.

"You should've seen her when she finds cute animals in the woods near the academy," Tsubaki added, "...She did not want to leave that family of bunnies…"

"I still miss them…" Noel sighed.

Mari continued to sniff the area, stopping near a wall as she began to sniff each part of it...before her tail shot up as she began to claw a bit at the wall.

"Oh...on the other side of this wall?" Noel noted, "We'd have to walk all the way around to find the door."

"May I suggest we borrow a page from Ben and Makoto's book of heroics?" Rook offered.

"Oh I get it." Mai realized.

"I do too…" Tsubaki sighed, "But..we are in a hurry….so we may as well smash our way through a-" she began before Mari held her paws up...her claws popping out before she became a blur and began to slash the wall...until a part of it collapsed and cut into pieces, "...Or that. We can do that…"

"Aw...who's a cute little deadly weapon!" Noel cheered, picking up Mari as the little mink trilled from the affection.

"Alright let's…" Tsubaki began before a guard was tossed out of the hole in the wall. Making them all look as the ground was covered in beaten Knights, several chained up and dangling from the ceiling.

"Oh…" Molly spoke as she stepped over one of the Knights, "Well...this is awkward...I already kind of saved myself."

"...Well...this was fast…" Mai noted with a mutter.

"I would have escaped faster, but it took me a while to escape the chains," Molly replied, "Oh you must be the new kids Magister Tennyson is always telling me about."

"...ahem! Y-yes...yes we are, ma'am," Tsubaki answered, clearing her throat to get that awkward feeling out of the way, "Now let's hurry and leave before Forever takes notice..and we'd have to deal with him and living weather disasters from both sides."

"I do not miss this life…" Molly sighed not even confused or shocked by any of that.

"I don't know...I don't think we could live any other way anymore." Noel muttered with Mari resting over her shoulders.

"Hai…" Mai sighed with Rook nodding in agreement.

"Should we tell the others to stop?" Noel asked, before the wall suddenly collapsed as Max ran through while tackling a group of Forever Knights, "Nevermind."

"High score!" Max cheered, "That's 45 for me Ben, I win!"

"Uh no way! I totally won!" Fourarms argued as he flashed back into Ben, "I got 50 of those guys!"

"Oh boys~!" the two turned...to see Makoto 'cutely' sitting on top of a pile of Forever Knights, "69~...oh wait..." she reached into her tail and threw one of her old tonfas ate six that tried to get up, knocking them out before catching the tonfa, "75~"

"...you really lucked out with this girl, man," Max whispered with wide eyes.

=I believe the term is 'I call shenanigans!'= Steel snapped.

"Oh you just love making me mad, don't you?" Makoto huffed, hopping off the pile as she walked over to them.

=I will when you stop threatening to crush me like a tincan, Squirrel Girl...oh wait. That character usually has a smaller squirrel as a sidekick..and bigger buckteeth=

"You…!" Makoto began before Ben rubbed behind her ear, "?! ...Mmmm~"

"I am gonna have to do this a lot…" Ben sighed.

"No k-" Max began before he soon took quick notice of Molly, "...Eh heh...hey mom…"

=Heart rate increasing, are we in danger?= Steel asked.

"You are.." Molly frowned a bit, "But I'm just relieved your safe Max…"

"Phew…"

"But when we get to your uncle's place...you are going to explain yourself."

"Ah man…" Max slumped.

"Trust me man...I know how y-" Ben began before the wind started to pick up, "...guys…"

"Fixit, we need a Groundbridge now," Rook spoke in his communicator.

=On it!=

"Huh? Wha happuh?" Makoto blinked once Ben stopped scratching behind her ear, "...why's the wind picking up?"

"Wind?" Ben asked, turning around before...

"**Rah!"** Air's voice suddenly growled as he appeared from his namesake and tackled Max into the Ground bridge portal.

"MAX!"

* * *

"AH!" Max cried as he was slammed into a wall inside of the N-Tek base, "What?"

"**Found you...Max…"** Air growled slamming him through a wall till they burst into the science lab.

"Gah!" Max cried as he was tossed to the ground.

"**Grrr…"** Air looked around before blasting a wall with a tornado like gust of wind, it tore through the wall before the rest of him went through.

"Oh...I just got my ass kicked…" Max groaned, "By air…"

Air tore down a wall as he found the holding facility. He growled and looked around before seeing Earth inside of a holding cell.

"**Air!"**

"**You idiot…"** he growled as he smashed the control console making the energy barrier fade away, **"Get moving...we have a target to take in...alive." **

"**Alive?!"**

"**Got a problem with that?"**

"**...No…"**

"**Then help me you idiot!"**

"**Okay okay!"**

"Oh no…" they turned to see a Plumber agent seeing them.

With that Air held his hand out at the Agent, smirking before blasting a tornado from his palm.

* * *

"Max!" the others shouted, finding him.

"I'm...not feeling so good." Max grunted, pushing himself up.

"Hold on buddy…" Ben said as he and Rook helped him up

"What happened to the…" Rook began before the wall was torn open by the Air and Earth Elementor, "Nevermind…"

"**Give me...the boy…"** Air growled.

"**Now…" **Earth added.

"...No. We won't," Tsubaki scowled, bringing her sword and shield out

"**And what can you do to harm us?"**

"Simple...KAJUN, NOW!"

"For the record this is only half ready!" Kajun shouted as the Elementors were suddenly flanked by four large towers, the Elementors looked around before blue energy surged out and pinned both to the ground.

"**What...is...happening?!"** Earth asked.

"**Turbo...energy...you are trying to attack us directly…" **Air realized, **"Attacking our cores…"**

"Correct," Kajun replied, "By attacking your cores, your bodies won't be able to maintain their physical forms, thus causing them to break down and leave your cores behind for us to seal up."

"**Clever humans...but you forget...we are four…" **Air smiled.

"I don't like that smirk." Max spoke as suddenly the walls began creaking, everyone looked around before the pipes within ripped through the walls.

The pipes began expelling water hitting everyone at random and knocking them over. The water began spiralling till it formed into the Water Elementor.

"...I forgot the water one…" Kajun groaned as she pinched the bridge of her nose.

"**Not just me…" **Water smirked before the wall suddenly exploded, letting Fire stomp in.

With that Water swung his arm and sliced the towers, destroying them. Air and Earth growled getting back to their feet.

"**Your mistake...**_**humans**_**, was thinking you were superior,"** Air growled standing tall as he floated up, **"Normally I'd demand you surrender...but...we're just going to kill you all." **

"**And I will enjoy it immeasurably…" **Fire added as he formed a fireball.

"...Ben…" Makoto began in worry.

"I know I'm not supposed to..." Ben began as he turned towards Tsubaki.

"At the moment...I think we can forgive it." Tsubaki replied.

"**Kill the Omnitrix user...but we bring in the Tachyon brat and the traitor!" **Air ordered as he flew forward and tackled Max, slamming him into and grinding him up the wall.

"**Burn!"** Fire cackled as he blasted flames at the others.

"Ben…!" Mai and Noel freaked.

"Transforming!" Ben yelped, he slapped the Omnitrix in a panic not even sure what he set. Everyone blinked as a bright blue light blocked the flames, "Shock Rock...Well I was hoping for something watery...but in hindsight...this might be better!" he spoke forming a barrier around them to keep the flames away.

"**The Fulmini…!" **Earth growled.

"Oh right they really hate this guy!" Shock Rock panicked as he swung his hand out and formed a hammer he used to bash Earth upside the head once his barrier went down, "Okay so...I can mold energy into constructs...brain...please please don't fail me now!"

"Noel, you, Rook and Mai go and help escort any injured agents out of teh base," Tsubaki quickly ordered before running off with Kajun, "Makoto, you and Ben hold these three back! Kajun and I will go warn Forge what's happening!"

"G...WAIT, WHAT?!" Makoto gawked.

"**Hmph...can't let that happen…" **Water spoke as he chased after the two, leaving Fire and Earth to deal with Shock Rock and Makoto.

"I hate when this happens." Shock Rock sighed before Fire blasted him into a wall.

"**Uh...Fire...Fire...trade me enemies!" **Earth spoke as Fire tackled Shock Rock.

"**NO!"**

"...well...since its you…" Makoto began as she grinned, bringing her gauntlets out as she banged them together, "I can go all out~"

"**Oh Quiznak…" **Earth grumbled.

* * *

"Ugh...Steel, any...ideas?" Max asked as he got up, "Getting beaten up by air...again."

=Not a lot I can think of with this ringing in our head…= Steel groaned, =But your energy hurt him once...lets go with that and see where it takes us=

"Better tan nothing I guess...Steel, let's…!" Max began before a tornado blast slammed him in the chest, sending him flying back, "Gah!"

"**You honestly think I'd let you transform?" **Air asked as he stomped in.

"It's common courtesy…" Max groaned, pushing himself up before narrowly avoiding another tornado.

"**Well I won't let you get the chance, boy!" **Air roared as he fired another tornado at Max.

"Then I gotta get one!" Max rolled out of the way of a tornado blast before charging at Air.

Max grunted as he dodged another blast before jumping and tackling into Air who was still corporeal and was pushed back. The two tumbled around before slamming into the ground. Max grunted as he released more of his Turbo energy as he grabbed onto Air, he pulled with all he had, pulling the Elementor down and punching him across the face. Air growled before blasting Max with another gust of condensed wind as it pinned him against a wall.

"**You...thought you could defeat me?"** Air asked as he stopped the gust, letting Max fall...before a second gust slammed him back into the wall, **"You're a fool for thinking you can defeat me...and come out alive!"**

"Ugh...I guess I figured air wouldn't hit so hard…" he laughed before Air grabbed him and tossed him into some crates.

Air growled before he formed a wind spout under Max lifting him up into the ceiling before letting him drop down. He held his arms out as he formed two tornado blasts that curved around and pushed more crates into Max crushing him under a massive pile.

"**Not so cocky now, boy…"**

"Steel...Let's go Turbo!"

"**?!" **Air tensed before the crates that were on top of Max shot off of him, letting him stand fully in his Strength armor, **"...You tricked me…"**

"Not so tricked. More like...goaded you into providing me cover," Max quipped as he flexed his arms.

With that the two clashed as they gripped one another's hands in an attempt to overpower the other. Sparks flew off Max's armor as Air growled. The two clashed heads to glare at each other more directly.

* * *

"Damn it...I'm so sorry for what happened, Molly," Forge sighed

"We can talk after this is all over." Molly spoke, "Right now we need to get everyone out of here, and find a way to stop the Elementors."

"Right!" Forge nodded.

"But that is easier said than done. Not even Jim could take them down…" Molly sighed.

"Max isn't Jim…" Forge spoke, "For one...he's half you, and you never gave up. And second...he's got friends that will fight with him to the end." he smiled.

"...es. That is t-"

"GH!" Tsubaki's voice grunted fmo behind the door, "Kajun, are you okay?!"

"I..am pulling through!" Kajun's voice replied, "If only I had time for a counter for it…"

"**And you think we'd give you the time?" **Water asked.

"All four at once though...is new." Forge sighed, "Earth and Fire were one thing...but Water and Air…?"

"Gh!" Tsubaki grunted as she and Kajun were blasted into the room by a stream of water.

"...Are a different story entirely."

"**Hahaha…"** Water laughed, ripping the wall apart to get in, **"Inferior life forms…you thought you could stop us? We command the very elements that rule your planet, we are a superior life form, you...are doomed and obsolete!"**

"...that's...where you're wrong," Tsubaki grunted as she stood up, "You say humanity is a doomed species...but your wrong. We humans have evolved throughout history...to face and deal with whatever comes our way."

"**You mean eachother…" **Water inched forward, **"But you've never faced a threat...like us…"** he formed his arm and formed it into a long spike he scraped along the ground cutting through it with the pressurized water at the tip.

"True...but while you share the power of the elements…" Tsubaki began, slipping something into the handle of her sword before it took a light blue-ish hue, "You also share their weaknesses!"

"**Silence!"** he shouted, swinging at Tsubaki as she ducked under his arm, she spun around and swung her sword slashing through most of the Elementor's torso, she slid around before slamming into a wall, as the Elementor began turning around, a cracking sound could be heard. Ice began to crept up his body until he was turned totally into an ice sculpture.

"And now for the core," Tsubaki whispered as she sheathed her sword into her shield, converting it a bit until it resembled a bow with the string made of a light-ish blue energy. She quickly slotted something into the bow, causing the light-blue to be replaced with a fiery red before she pulled the 'string' back, causing an arrow to appear within it as she aimed at Water's chest, "...Let my aim be true...let justice...be done," she whispered before letting the arrow fly straight into the frozen Elementor's chest. A few moments past before the 'sculpture' exploded, a small fiery energy phoenix seen within the falling shards for a moment before fading, leaving nothing icy dust and a large chunk of ice with Water's core stuck within.

"...Perfect," Kajun smiled a bit as she caught the ice chunk with Water's Core, "My Variable Proto-Tool is a success."

"Variable Proto-Tool?" Forge repeated.

"Something I developed for Tsubaki in my freetime," Kajun answered, pulling out a container as she slipped the frozen core into it, "It works almost like Rook's Proto-Tool, but I've changed a few features and added an elemental feature like with Makoto's Proto-Gauntlets. It has the basic sword and shield mode and a bow and gun mode, but it also has a twin-blade mode if Tsubaki wants to get in and deal with some fast attacks, a long-sword mode for swift and fast attacks, a hammer mode for more defense heavy enemies, and two unique features to it...a Charge Blade mode and a Kinship glaive mode."

"Kajun…" Tsubaki spoke up as she held her free hand up, "Breath...your face is turning blue."

"Ahem. A..apologies," Kajun muttered, clearing her throat as she took a deep breath.

"It worked perfectly." Tsubaki smiled, "Clever idea funneling Max's excess energy into batteries."

"Well I haven't been able to make them last long." Kajun chuckled as Tsubaki's weapon powered down and reverted to normal.

"Still a good job regardless," Forge spoke, "Now I can see why Magister Tennyson chose you two as his head of R&D and Second in command."

"We are just trying our best." Tsubaki sighed.

"One down...three to go." Kajun added, before flinching as Earth bust through the wall...before falling apart.

"**I hate humans…" **he groaned.

"Hahaha! Beat my own record!" Makoto cheered, "By the way...anyone see my boyfriend...kinda made of blue energy and hard to miss."

"...he's not with you?" Molly asked before an explosion went off somewhere, "?!"

"**STAND STILL!" **Fire's voice snapped.

"...Nevermind. I think he's in the hanger, dear," Molly answered.

"How can you tell?"

***BOOM!***

"...because I think that was one of the tanks that exploded," Forge sighed.

"Yeah that's my guy." Makoto smiled, "Kajun, tag and bag rocky!"

"How did you break his head off at the exact same spot?" Kajun asked, putting Earth's head in a containment pod with help from Forge.

"Mmm hmm," Makoto shrugged before running off, "Hold on, babe! Imma comin'~!"

"Aw...those two are cute." Molly smiled.

"Where is Max?" Tsubaki asked.

They turned to another sound on the other end of the building. Kajun quickly brought up the security system showing Max and Air duking it out in a large secondary hangar. The two wrestled around as Max was able to punch Air's face, knocking him away.

=Guys...I could use a real smart plan...I am literally punching the air right now!= Max spoke over his helmet's communication system.

=Even if we can hit it sometimes and it's core, we can't really stop him like the other three!= Steel added =If he gets away, we're not gonna be able to stop from breaking the other three out again! Then we'll have Four living natural disasters hunting us for the rest of our lives...and I just got a life back!=

"...not good…" Tsubaki whispered before pulling her badge out, "Mai, have you, Rook and Noel escorted everyone else out of the base yet?"

=We're trying as fast as we can. Fixit and Berto are doing their best with the Groundbridge= Mai answered.

=We're trying our best to fix it after that Elementor crashed in!= Fixit shouted.

"...Come on, Kajun...think…" Kajun whispered, putting her fingers against her forehead as she began to think and ponder, "Ice bet water...force beat Earth, water can be Fire, but wind…vacuum...no. He could counter it...think think think…! Mou...if only I had more time to work with Max and..." a look of realization began to grow on her face, "...that's it…"

"Something up? Tsubaki asked.

"I need to get a hold of both Max and Ben. They could be the key to beating the last Elementor."

"I'll get a hold of Makoto." Tsubaki nodded.

* * *

"Woah boy!" Makoto yelped as she skidded to a halt, stopping before she could run into a trail of fire as Shock rock and Fire were still going at it.

"So far no issues with the watch...I guess the watch wanted me to turn back into Shock Rock…" he groaned, forming another shield to block the flames, "Good to know!"

"**There won't be any remains of you when I incinerate you!" **Fire roared.

"He really doesn't like us…" Makoto muttered.

"We have that effect on people!" Shock Rock spoke, making a large buster sword as he swung it down and the next wave of fire, parting it away from him and Makoto.

"Very much so!" Makoto laughed.

"**WILL YOU SHUT UP!?"**

"Uh we are a healthy couple who communicate, so no...we will always talk about how we feel." Shock Rock argued forming a shield before spinning around and tossing it like frisbee as it struck Fire in the face knocking him back, "For example? That made me feel amused."

"And I enjoyed it!" Makoto laughed before her badge went off, "...I got it," she muttered as she answered, "Nanaya here. Wassup?"

=Ah good...I got a hold of you, I need you and Ben to do something for me to take down the last two Elementors= Kajun answered

"Oh? What is it?"Makoto asked

=I need you two to do what your good at...make things explode violently=

"What?" Makoto blinked.

=I need you...to blow up=

"I feel conflicted…"

=No time for bits, move where I tell you and make things explode!=

"Okay okay!" Makoto yelped.

"What is it!?" Shock Rock asked forming twin axes as he slashed Fire across the chest before the Elementor tackled him into a wall.

"Uh...Babe...how do you feel about exploding?" Makoto asked.

"Not to keen on...I'm gonna have to explode something aren't I?" he grunted as he punched Fire away.

"Smart ladies orders!" Makoto shouted over the fighting.

"Welp...if I have permission then…" Shock Rock smirked as he formed a riot shield and used it to crash Fire into and through a wall.

"**Grr! What are you doing?!"**

"Depends...Do you like explosions?"

"Left!" Makoto shouted as they crashed through more walls, "Right! Another Left and keep going straight!"

"You got it!"

* * *

Max and Air tumbled around as they crashed from wall to wall in their wrestling match. They grunted pushing each other back before Max swung his glowing fist and struck Air across the face making the core in his head spark. Air growled in pain and rage as he swung both hands forward as two tornado like blasts struck Max slamming him through a wall.

"Gh! That all...you got ya big blowhard?" Max asked with a smirk, "I barely felt that breeze!"

=Technically, we got hit with the power of a category 5 hurricane= Steel stated.

"Dude...don't ruin the joke."

"**Hmm...fine...then let's see if you can deal with the wrath...of a category **_**10 **_**Hurricane," **Air stated as the wind began to steadily pick up around him.

"Uh, dude? I may only be in high school, but even I know that hurricanes only go up to Category 5," Max noted.

**"Shows what you weak fleshbags know!"**

=Max, that much energy...if his blast gets outside=

"Yeah...not good...for anyone," Max grunted, "Please tell me you have a secret form I don't know of, Steel…"

=I'm thinking! I kinda have no memory of what I even do when linked to something! Kinda been flying blind!=

"Well we can use a miracle right about now!" Max exclaimed before the wall next to him suddenly exploded, "?!"

"We made it!" Makoto shouted as Shock Rock tossed Fire at Air, knocking them both over.

"Finally...I think I was sweating plasma," Shock Rock muttered as he stood beside Max, "How're you holding up, Max?"

"Barely holding up...You came in the nick of time, man," Max answered as Fire and Air growled once they got back up, "...Please tell me you got a plan to take these guys down?"

"We...got something…" Makoto replied.

"It's...a complicated plan the smart ones came up with," Shock Rock added.

"...You want me to blow up, don't you?" Max realized.

=Technically yes and no= Kajun answered from Makoto's Badge =Basically I want Ben to pour some of his power as Shock Rock into a projectile weapon you can produce, Max=

=You want me...to channel all that?= Steel asked with a sigh.

=Not all of it. Just enough to knock both Elementros out of their current forms to give us enough time to seal them away= Kajun clarified.

"I am going on record with...I hate this plan!" Max spoke, reverting to his base form, "Alright...let's do it!"

"Alright. You might feel a slight tingling sensation," Shock Rock said as he put his hands on Max's back.

"I better not turn into a weapon or a vehicle or something," Max muttered.

"I caught that reference," Makoto whispered as Shock Rock began to pour some energy into Max' armor.

"**Grr...Get off me!" **Air snapped as he pushed Fire off him.

"**Not my fault! That blasted human that can turn into a Fulmini wouldn't stop breaking walls using me!"** Fire argued.

"**Ugh...This plan is such a mess thanks to you and Earth!"**

"**Thanks to me and Earth!? I get Earth since he got caught, but why me?!"**

"**Because you went for the Omnitrix brat!"**

"**Because I wanted to prevent him from transformi-what's that light?"**

"**Light?" **Air repeated as the two turned, seeing Max's armor starting to glow with the same energy as Shock Rock.

"Oh that tingles…" Max spoke.

=It's too much...we need to release it! Best option: the chest connection port!=

"Here goes something!" Max shouted as Steel popped off just as a massive blast of energy shot from his chest armor. The two Elementors could only gawk as the beam swallowed them up.

* * *

"How will we know when…" Tsubaki began before the entire base began shaking like a horrible earthquake.

"There it goes," Kajun, Fixit, and Berto noted in unison.

"...I've got to stop questioning your methods," Tsubaki sighed, "But for now...let's hurry and find Ben, Makoto, and Max."

* * *

"I can't see…" Ben's voice groaned, indicating he changed back.

"I can't move…" Max groaned.

"I'm fine," Makoto spoke up, revealing the explosion knocked everyone over, with Max at the base of the dogpile, while Makoto landed on top of Ben pinning him face down.

=Ow...never...again…= Steel groaned nearby =All my systems...say 'no'...to doing that...ever again…=

"Hey...you're not the one who was channeling all that energy…" Max groaned as he managed to lift his head up, managing to see the cores of both Fire and Air lying on the ground, "Least...we beat 'em."

"Phwa!" Ben gasped for air, "And...we made a new skylight."

"Wow...that blast must have been huge," Makoto looked up at the upward aimed hole that had been burned through by the beam, "...hope nobody notices that."

"The explosion came from in h-WHAT HAPPENED?!" Tsubaki's voice exclaimed once she and the others arrived.

"You told me to…" Max groaned.

"Well...at least we have the lightsky-GH!-skylight now," Fixit noted.

"In retrospect…" Kajun muttered, "I forgot just how much energy Max can release."

"Yeah...you did," Tsubaki sighed in a slight annoyed tone before she noticed Forge and Molly walk in, "?! ...I..I can explain."

"Don't," Forge replied, holding a hand up, "Did you catch the Elementors?"

"Yes," Makoto replied.

"Then we're good," Forge stated, "Plus, this gives the tech heads here a chance to do those upgrades they've been requesting."

"Indeed," Kajun nodded as Berto and Fixit quickly got the last two Elementor Cores into some containers.

"So long as those things a-" Max began before Molly ran over and hugged him, "GH?! Pain pain…"

"Oh. Sorry dear," Molly whispered as she lightened up on the hug, "I'm just glad you're okay…"

"Eh...a little tired...but I've been worse," Max replied as his helmet vanished.

"Good," Molly spoke with a small nod.

"Yep. ...So...You knew about this?" Max asked, earning a nod from her, "...I'm in huge trouble, aren't I?"

"...oh big time. But...I'm just glad you're okay." she sighed, "We have a lot to talk about after this."

* * *

"So let me understand this. I go out to speak with our current client about how we caught his little intruder...and you lose her," Forever calmly noted.

"Quite yes, my liege," Larry nodded.

"And the reason you let your guards down was because one of you was caught and led Ben Tennsyon and his companions here and _not_ just Max Steel," Forever calmly added.

"Yes, sir. It was Larry who led them here," Gary replied.

"Uh-huh...And why was Larry out there and not here?"

"Well, we sent him out to get some food and…"

"You sent Larry out to get food, knowing very well he doesn't take his suit off out in public."

"Oh! Er...um...that is…" Gary began before choking, "Gh!"

"Oh, Gary…" Forever sighed as he removed his blade, letting him collapse and grab the stabbed leg, "Consider that your last warning. One more mistake like that and, well...I believe Relius could use an..._intern_." he looked at Larry, "Larry."

"Yes, my liege?"

"You did good with the situation you were in," Forever stated, "Take tomorrow off."

"Oh! Yes, my liege!" Larry beamed

"Uh Sir…" Gary began.

"I have big plans...and frankly...I don't need Larry messing them up due to one of you telling him to do something," Forever replied, "Also...it saves me a headache...Oh right, someone patch up Gary…" he began walking off.

"..."

"Well...I do believe this was a nice yet interesting day. Correct, Gary?" Larry asked.

"..."

"...Gary?"

"God….damn it...Larry…"

* * *

"Whew...man, what a week this was," Max sighed as he was busy packing some stuff up into a suitcase, "Started off being chased by bullies as usual...then I ended up meeting Ben 10 of all people and next thing I knew? I'm now a superhero in training, dealt with some huge threats and some pseudo-wind weasels made by that animo guy...and now I'm already moving out to learn the hero trade some more."

=Was that directed at me, or are you talking to yourself in the thor person?= Steel asked as he floated nearby.

"...Yep."

=That doesn't really answer the question=

"I know," Max smiled.

=...You're trolling me, aren't you?=

"It's what I do," Max smiled as he closed the suitcase, "Okay...I think that's everything."

=Clothing?=

"Yup."

=Toothbrush?=

"Y-" Max began before he turned, seeing Molly holding a toothbrush before him,"..."

"How will you get along without me…?" Molly sighed.

"I don't know...Tsubaki is kinda Mom levels of in control of things," Max laughed.

=Considering she seems to be the oldest of the group based on personality, I'm not surprised= Steel noted.

"Mom...I'll be fine," Max assured, "I got Steel...and a lot of new friends." he smiled, "But I am gonna miss you...I'll be home as often as I can. Berto and Fixit are gonna be working on the Ground Bridge system with Kajun's little Galvan assistants...and then I can literally come over anytime I want."

"Just be sure to call me whenever you can," Molly said before giving him a small motherly smile, "And please try and stay out of trouble."

"..." Max looked at Steel, "Eh...I'll...I promise to try."

=What?= Steel asked as everyone just stared at him =...What?!=

"You know what you do…" Max deadpanned before Molly hugged him, "?"

"I didn't expect this to happen until after you graduated," Molly noted, "Please, just make sure to stay safe when you can."

"I will," Max promised.

=I apologize for interrupting a tender moment, but I received a message from Tsubaki= Steel spoke =She wants you to hurry so she can sign you up for the Plumbers apprenticeship program...and many stacks of paperwork=

"Huh? Paperwork?" Max blinked

=Yes...some of which might take all night possibly=

"...You knew about this, didn't you, Mom?" Max complained.

"Maybe~" she smiled.

"Not cool," Max chuckled.

"Hey, I've had to do those as well. Best advice is to put some ice on your wrist for a few minutes after every other stack," Molly advised.

"Gotcha," Max nodded.

=Makoto sent another text…'hurry up before you miss out on burgers and fries from the Burger Shack and have to deal with paperwork'=

"Oh...you know they won't leave anything at all…" Max laughed.

=No...no they will not=

* * *

"Okay...Tsubaki and the others are busy with Max at HQ, Animo is locked up, and the rest of the evening is just you and me," Ben noted as he walked into their home, "What shall we do, Makoto?" he asked before noticing the squirrel girl wasn't with him, "...Makoto?" he looked around, "Babe? Uh...Best Girl ever?" he kept trying to get a response, "This is either gonna be awesome...or you are trying another prank, in which case...no matter how much I love you...please do not scare me right now...please?" he sniffed the air, "...Huh." he sniffed again, "Chili powder, onion, and a hint of pepper. ...Makoto, did you order Chili-Fries?"

"May~be~" Makoto's voice answered with a small giggle, "Have to find me to find out~"

"Is it possible to be both afraid and aroused at the same time?" Ben asked mostly to himself as he began to follow the smell. After a few more moments of searching, he stopped and smelled the scent coming fmo Makoto's room, "...babe…"

"Come in and find out…" Makoto's voice challenged from within the room.

"..." Ben took a moment to try and guess what might happen next, he had several scenarios...not so proud to admit more than half were very...saucy. After a few more moments of thinking, he slowly opened the door...to see a large plate of chili-fries on the squirrel girl's bed, "...wait...that's it?" he blinked as he walked in, "I...don't know what to feel honestly...I mean...I'm still hungry." he then paused as the door closed behind him, "There it is!"

He spun around and his eyes widened with his face lighting up in a blush. Pressing her back against the door was Makoto, wearing a rather...revealing...attire. It was mainly orange with hints of black and white to it. The skirt could barely be considered on as it was barely held together on the hips and the black thong she wore was nearly fully visible no matter the way one would look. Black leggings hugged her legs all the way down to her orange and white boots with bits of gold and black. On her hands were a pair of black fingerless gloves while her chest was barely contained in a sleeveless orange and white top that exposed the underside of her chest. The smile on her face was both amused, excited, and interested.

"Ahh….words...failing...brain...not in control...hormones...aaahhhh…." Ben gawked as his mouth was hanging open.

"Heh heh….ahh I knew that would be your reaction," Makoto noted with a giggle.

"...I wish I could comment on how amazing you look...but...brain...currently...lacking proper amount of blood circulation…" Ben admitted, "So this...this is your old fighting attire...huh?"

"Eeyup," Makoto nodded, "Really helped me move around fast during my missions and in fights. I've beaten many a guy, and an occasional gal, in this getup." she sauntered up to Ben, her hips swaying as she got over to him, "But this is now just. for. you."

"...welp...my brain's dead…" he muttered, "Is...is this going where part of me is thinking it is?"

"May~be," Makoto replied, pecking his cheek with a kiss.

"...Final question before I shut up and roll with this...am I gonna need a safe word?" Ben cautiously asked.

"Nnnope," Makoto shook her head, "Just you and me...and no interruptions from anyone~"

"And that's total brain shut down," Ben smiled at that.

"Good," Makoto grinned before pouncing him.

* * *

_=HE'S _GONE!? Mr. Naught nearly fell over from his boss's scream _=GAH! WHY DID I EVEN CONSIDER THEM TO DO THIS!? Now that Turbo Energy is all _gone_!=_

"Uh, well not exactly, s-sir!" Naught coughed, "We know the source was spotted with Ben Tennyson, and our office out on that cost has been keeping tabs on him for some time in case he ever got nosy about us. We are happy to report they have detected the energy in Bellwood."

_=Bellwood, you say? Of course he'd relocate to the one place that is the main base of all Plumber operations on Earth=_ his boss growled.

"Sir…?"

_=I will only have one chance...I hope my old administration codes can still let me into the system...it will be a one shot only moment=_ he rambled to himself _=But it's either this...or death…=_ he looked at Naught _=Make sure to inform the Forever Knights we strike in one week. It will give Forever time to amass any contingencies he may think of and take the opportunity to get what they want from in that base when we do make our move=_

"Yes, sir," Naught nodded before his boss turned off communications, "..." he groaned as he slumped in his chair, "Really not going to enjoy next week. I was supposed to be having a vacation to Honolulu, see the sights, enjoy a little luau or two. But, what the boss wants, he gets."

* * *

_GT: Well...The Elementors are taken care of._

_SZ: Eeyup..but it seems a bigger threat is starting to loom. Also so sorry for having this be late and..well if the final battle for this arc felt a bit...rushed_

_Z0: Oh...that's sweet...you think it's over...hehehehe...hahahaha!_

_GT: It's not over 'till Z0 says it's over._

_Z0: Your damn right it is...oh the fact you think this is all there is...I am ten steps ahead of you all! No literally *points to segmented ground beneath our feet* GT thought it'd be fun to get the construction guys to turn our floors into a board game map...he did not know...I am competitive *turns to several interns who have been crushed by giant six-sided dice* We got insurance right?_

_GT: Yes, but those interns were still on their 90 day probation._

_SZ: That explains it…_

_Z0: So anyway, be prepared folks! Things get big next time! And I let loose the inner beast now…_

_SZ: 0-0….*runs into the bunker*READ AND REVIEW FOLKS!_

_GT: Aw, he said it before I could. *holds up fingers and snaps them, causing GT to fade into nothingness*_

_Z0: What...it's just a baby Fox *holds up the adorable animal* Ah forget them your an adorable little creature yes you are~ *walks away* _


End file.
